Exhibit 10.82



	EXHIBIT 10.82





	          SECOND
      AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 15, 2003
      among WORKFLOW MANAGEMENT, INC., a Delaware corporation (“Workflow”
      or the “Borrower”), DATA BUSINESS FORMS LIMITED, a corporation
      amalgamated and existing under the laws of the Province of Ontario, the
      Lenders from time to time party hereto, BANK ONE, N.A., as Syndication
      Agent (in such capacity, the “Syndication Agent”), BANK OF
      AMERICA, COMERICA BANK, and UNION BANK OF CALIFORNIA, N.A. as
      Co-Agents, and FLEET NATIONAL BANK, as Administrative Agent (in such
      capacity, the “Agent”). This Agreement amends and restates in
      its entirety the Existing Credit Agreement. Unless otherwise defined herein,
      all capitalized terms used herein and defined in Section 10 are used herein
      as so defined.





	W I T N E S S E T H :





	          WHEREAS,
subject to and upon the terms and conditions herein set forth, the Lenders are
willing to make available to the Borrower the respective credit facilities
provided for herein;





	          NOW,
THEREFORE, IT IS AGREED:





	          SECTION
1      Amount and Terms of Credit.





	          1.1
     Revolving Commitments; Term Loan Commitments.





	                     (a)
           Subject to and upon the terms and conditions
      set forth herein, each Revolver Lender severally agrees to make a revolving
      loan or revolving loans to Workflow, which revolving loans shall be made
      and maintained in Dollars (each a “Revolving Loan” and, collectively,
      the “Revolving Loans”), which Revolving Loans:





	 	                    (i)
          shall be made at any time and from time to time
      on and after the Effective Date and prior to the Final Maturity Date;





	 	                    (ii)
          shall, at the option of Workflow, be incurred and
      maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans,
      provided that except as otherwise specifically provided herein, all
      Revolving Loans comprising the same Borrowing shall be of the same Type;





	 	                    (iii)
          may be repaid and reborrowed in accordance with
      the provisions hereof;





	 	                   (iv)
           shall not be made (or be required to be made)
      by any Revolver Lender on any date if, after giving effect thereto, the
      Revolving Credit Exposure of such Revolver Lender would exceed the Revolving
      Commitment of such Lender at such time; provided, however, that, subject
      to the limitations set forth in Section 1.01(d), the aggregate outstanding
      Swingline Loans plus all outstanding Revolving Loans made by Fleet may exceed
      its Revolving Commitment then in effect;






 










	 	                  (v)
          shall not, in the case of all Revolving Loans, be
      made at any time if, after giving effect thereto, the Aggregate Revolving
      Credit Exposure would exceed the Total Revolving Commitment at such time;
      and



	 	                 (vi)
          shall not, in the case of all Revolving Loans, be
      made at any time if, after giving effect thereto, the Aggregate Revolving
      Credit Exposure would exceed the Borrowing Base at such time.







	                (b)
         Subject to and upon the terms and conditions set forth
      herein, each Term A Lender severally agrees to make term loans to Workflow
      in the amount of its Term A Loan Commitment, which term loans shall be made
      and maintained in Dollars (each a “Term A Loan” and collectively,
      the “Term A Loans”), which Term A Loans:





	 	                 (i)
          shall be made on the Effective Date; and





	 	                 (ii)
      shall, at the option of Workflow, be incurred and maintained as, and/or
      converted into, Base Rate Loans or Eurodollar Loans, provided that except
      as otherwise specifically provided herein, all Term A Loans comprising the
      same Borrowing shall be of the same Type.





	                (c)
      Subject to and upon the terms and conditions set forth herein, each Term
      B Lender severally agrees to make term loans to Workflow on the Effective
      Date in the amount of its Term B Loan Commitment, which term loans shall
      be made and maintained in Dollars (each a “Term B Loan” and collectively,
      the “Term B Loans”).





	                (d)
      (A) Subject to and upon the terms and conditions set forth herein, Fleet
      in its individual capacity agrees to make, at any time and from time to
      time on and after the Effective Date and prior to the Swingline Expiry Date,
      a revolving loan or revolving loans to Workflow (each a “Swingline
      Loan” and, collectively, the “Swingline Loans”), which Swingline
      Loans:





	 	               (i)
      shall be made and maintained in Dollars and as Base Rate Loans;





	 	                (ii)
      may be repaid and reborrowed in accordance with the provisions hereof;





	 	               (iii)
      shall not be made (or required to be made) on any date if, after giving
      effect thereto, the Aggregate Revolving Credit Exposure would exceed the
      Total Revolving Commitment at such time;





	 	              (iv)
      shall not be made (or required to be made) on any date if, after giving
      effect thereto, the Aggregate Revolving Credit Exposure would exceed the
      Borrowing Base at such time; and



 

 









	 	               (v)
      shall not exceed in aggregate principal amount at any time outstanding the
      Maximum Swingline Amount.





	                   (B)
      Fleet shall not be obligated to make any Swingline Loans at a time when
      a Lender Default exists unless Fleet has entered into arrangements satisfactory
      to it and Workflow to eliminate Fleet’s risk with respect to the Defaulting
      Lender’s or Lenders’ participation in such Swingline Loans, including
      by cash collateralizing each such Defaulting Lender’s Dollar Percentage
      of the outstanding Swingline Loans. Fleet will not make a Swingline Loan
      after it has received written notice from Workflow, any other Credit Party
      or the Required Lenders stating that a Default or an Event of Default exists
      until such time as (x) Fleet shall have received a written notice of (i)
      rescission of such notice from the party or parties originally delivering
      the same or (ii) the waiver of such Default or Event of Default from the
      Required Lenders or (y) the cure of such Default or Event of Default.





	                   (C)
      On any Business Day, Fleet may, in its sole discretion, give notice to the
      Revolver Lenders that its outstanding Swingline Loans shall be funded with
      a Borrowing of Revolving Loans (provided that each such notice shall be
      deemed to have been automatically given upon the occurrence of a Default
      or an Event of Default under Section 9.05 or upon the exercise of any of
      the remedies provided in the last paragraph of Section 9), in which case
      a Borrowing or Borrowings of Revolving Loans, as the case may be, constituting
      Base Rate Loans (each such Borrowing or Borrowings, collectively, a “Mandatory
      Borrowing”) shall be made on the immediately succeeding Business Day
      by all Revolver Lenders pro rata based on each Revolver Lender’s Dollar
      Percentage, and the proceeds thereof shall be applied directly to repay
      Fleet for such outstanding Swingline Loans. Each Revolver Lender hereby
      irrevocably agrees to make Revolving Loans upon one Business Day’s
      notice pursuant to each Mandatory Borrowing in the amount and in the manner
      specified in the preceding sentence and on the date specified in writing
      by Fleet notwithstanding (i) that the amount of the Mandatory Borrowing
      may not comply with the Minimum Borrowing Amount otherwise required hereunder,
      (ii) whether any conditions specified in Section 5 are then satisfied, (iii)
      whether a Default or an Event of Default has occurred and is continuing,
      (iv) the date of such Mandatory Borrowing and (v) the amount of, or termination
      of, the Total Revolving Commitment at such time. In the event that any Mandatory
      Borrowing cannot for any reason be made on the date otherwise required above
      (including, without limitation, as a result of the commencement of a proceeding
      under the Bankruptcy Code in respect of Workflow), each Revolver Lender
      (other than Fleet) hereby agrees that it shall forthwith purchase (as of
      the date the Mandatory Borrowing would otherwise have occurred, but adjusted
      for any payments received from Workflow on or after such date and prior
      to such purchase) from Fleet such participations in the outstanding Swingline
      Loans as shall be necessary to cause such Revolver Lenders to share in such
      Swingline Loans ratably based upon their respective Dollar Percentages,
      provided that (x) all interest payable on the Swingline Loans shall
      be for the account of Fleet until the date as of which the respective participation
      is required to be purchased and, to the extent attributable to the purchased
      participation, shall be payable to the participant from and after such date
      and (y) at the time any purchase of participations pursuant to this sentence
      is actually made, the purchasing Revolver Lender shall be required to pay
      Fleet interest on the principal amount of the participation purchased for
      each day from and including the day upon which the respective participation
      would otherwise have occurred to but excluding the date of payment for such
      participation, at the Federal Funds Effective Rate for the first day and
      at the rate otherwise applicable to Revolving Loans maintained as Base Rate
      Loans hereunder for each day thereafter.





 
	 	
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	          1.2
           Minimum Borrowing Amounts, etc.
      The aggregate principal amount of each Borrowing of Loans (other than Revolving
      Loans made pursuant to a Mandatory Borrowing) shall not be less than the
      Minimum Borrowing Amount applicable thereto. More than one Borrowing may
      be incurred on any day, provided that at no time shall there be outstanding
      more than ten Borrowings of Eurodollar Loans (or such greater number of
      Borrowings of Eurodollar Loans as is acceptable to the Agent).





	          1.3
           Notice of Borrowing.





	                    (a)
Whenever the Borrower desires to incur Revolving Loans hereunder (excluding  Revolving
Loans incurred pursuant to a Mandatory Borrowing), the Borrower shall  give the Agent at
the Notice Office, (x) prior to 11:00 A.M. (Boston time), at  least three Business Days’
prior written notice (or telephonic notice promptly  confirmed in writing) of each
Borrowing of Eurodollar Loans, and (y) prior to  11:00 A.M. (Boston time), written notice
(or telephonic notice promptly  confirmed in writing) on the date of each Borrowing of
Base Rate Loans. Each  such notice (each, a “Notice of Borrowing”) shall,
except as provided in Section  1.11(a) or (b), be irrevocable, and, in the case of each
written notice and each  written confirmation of telephonic notice, shall be in the form
of Exhibit A-1,  appropriately completed to specify: (i) the aggregate principal amount
of the  Revolving Loans to be incurred pursuant to such Borrowing; (ii) the date of such
Borrowing (which shall be a Business Day); and (iii) whether the respective  Borrowing
shall consist of Base Rate Loans or, to the extent permitted  hereunder, Eurodollar Loans
and, if Eurodollar Loans, the Interest Period to be  initially applicable thereto.




	                    (b)     
      (i)      Whenever Workflow desires to incur Swingline
      Loans hereunder, Workflow shall give Fleet no later than 12:00 Noon (New
      York time) on the day such Swingline Loan is to be incurred, written notice
      (or telephonic notice promptly confirmed in writing) of such Swingline Loan.
      Each such notice shall be irrevocable and shall specify in each case (x)
      the date of such incurrence (which shall be a Business Day) and (y) the
      aggregate principal amount of the Swingline Loans requested to be made.




	                              (ii)
      Mandatory Borrowings of the type referred to in Section 1.01(d)(C) shall
      be made upon the notice specified in Section 1.01(d)(C), with Workflow irrevocably
      agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory
      Borrowings as set forth in such Section 1.01(d)(C).




	                    (c)
The Agent shall promptly give each Lender written notice (or telephonic  notice promptly
confirmed in writing) of each proposed Borrowing of Revolving  Loans, of such Lender’s
proportionate share thereof, and of the other matters  covered by the respective Notice
of Borrowing.




 
	 	
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	                    (d)
Without in any way limiting the obligation of any Borrower to confirm in  writing any
telephonic notice permitted to be given hereunder, the Agent or  Fleet (in the case of a
Borrowing of Swingline Loans) as the case may be, may,  prior to receipt of written
confirmation, act without liability upon the basis  of such telephonic notice, believed
by the Agent or Fleet in good faith to be  from the president, any vice-president or any
Authorized Financial Officer of  such Borrower, or from any other authorized officer of
such Borrower designated  in writing by such Borrower to the Agent or Fleet, as
applicable, as being  authorized to give such notices. In each such case, each Borrower
hereby waives  the right to dispute the Agent’s or Fleet’s record of the terms of such
telephonic notice.





	          1.4
          Intentionally Omitted.





	          1.5     
      Disbursement of Funds.





	                    (a)
No later than 1:00 P.M. (Boston time) on the date specified in each Notice  of Borrowing
(or (x) in the case of Swingline Loans, no later than 2:00 P.M.  (Boston time) on the
date specified in the notice delivered pursuant to Section  1.03(b), or (y) in the case
of Mandatory Borrowings referred to in Section  1.01(d)(C), no later than 12:00 Noon
(Boston time) on the date specified in  Section 1.01(d)(C), each Revolver Lender will
make available its pro rata share  of each Borrowing requested to be made on such date
(or, in the case of  Swingline Loans, Fleet shall make available the full amount thereof)
in the  manner provided below:





	All amounts in respect of Loans shall be made
available to the Agent in Dollars  and immediately available funds at the appropriate
Payment Office and, except  for Revolving Loans made pursuant to a Mandatory Borrowing,
the Agent promptly  will make available to the respective Borrower by depositing to its
account at  the appropriate Payment Office the aggregate of the amounts so made available
in  the type of funds received. Unless the Agent shall have been notified by any
Revolver Lender prior to the date of Borrowing that such Revolver Lender does  not intend
to make available to the Agent its portion of the Borrowing or  Borrowings to be made on
such date, the Agent may assume that such Revolver  Lender has made such amount available
to the Agent on such date of Borrowing,  and the Agent, in reliance upon such assumption,
may (in its sole discretion and  without any obligation to do so) make available to the
respective Borrower a  corresponding amount. If such corresponding amount is not in fact
made available  to the Agent by such Revolver Lender and the Agent has made available
same to  the Borrower, the Agent shall be entitled to recover such corresponding amount
from such Revolver Lender. If such Revolver Lender does not pay such  corresponding
amount forthwith upon the Agent’s demand therefor, the Agent shall  promptly notify the
Borrower, and the Borrower shall immediately pay such  corresponding amount to the Agent.
The Agent shall also be entitled to recover  from such Revolver Lender or the Borrower,
as the case may be, interest on such  corresponding amount in respect of each day from
the date such corresponding  amount was made available by the Agent to the Borrower to
the date such  corresponding amount is recovered by the Agent, at a rate per annum equal
to (x)  if paid by such Revolver Lender, the Federal Funds Effective Rate or (y) if paid
by the Borrower, the then applicable rate of interest, calculated in accordance  with
Section 1.09, for the respective Loans.




 
	 	
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	                    (b)
Nothing herein shall be deemed to relieve any Revolver Lender from its  obligation to
fulfill its commitments hereunder or to prejudice any rights which  the Borrower may have
against any Revolver Lender as a result of any default by  such Revolver Lender hereunder.




	          1.6
           Notes; etc.




	                    (a)
The Borrower’s obligation to pay the principal of, and interest on, all the  Loans made
to such Borrower by each Lender shall be set forth in the Register  maintained by the
Agent pursuant to Section 12.17 and shall, if requested by any  Lender, also be evidenced
(i) if Revolving Loans, by a promissory note duly  executed and delivered by Workflow
substantially in the form of Exhibit C-1,  with blanks appropriately completed in
conformity herewith (each a “Revolving  Note” and, collectively, the
“Revolving Notes”), (ii) if Swingline Loans, by a  promissory note duly
executed and delivered by Workflow substantially in the  form of Exhibit C-2, with blanks
appropriately completed in conformity herewith  (the “Swingline Note”), (iii)
if Term A Loan, by a promissory note duly executed  and delivered by Workflow
substantially in the form of Exhibit C-3, with blanks  appropriately completed in
conformity herewith (each a “Term A Note” and,  collectively, the “ Term A
Notes”), and (iv) if Term B Loan, by a promissory  note duly executed and delivered
by Workflow substantially in the form of  Exhibit C-4, with blanks appropriately
completed in conformity herewith (each a  “Term B Note” and, collectively, the
“ Term B Notes”) If requested by any  Lender, the Borrower agrees to execute
and deliver a Revolving Note, the  Swingline Note, a Term A Note and a Term B Note, as
the case may be, evidencing  the Revolving Loans, the Swingline Loans, the Term A Loan or
the Term B Loan,  respectively, of such Lender to such Borrower.




	                    (b)
The Revolving Note issued to each Revolver Lender shall (i) be executed by  Workflow,
(ii) be payable to the order of such Revolver Lender and be dated the  Effective Date
(or, if issued to a Person that became a Revolver Lender after  the Effective Date, be
dated the date of issuance thereof), (iii) be in a stated  principal amount equal to the
Revolving Commitment of such Revolver Lender (or,  if issued after the termination
thereof, be in a stated principal amount equal  to the outstanding Revolving Loans of
such Revolver Lender at such time) and be  payable in the outstanding principal amount of
the Revolving Loans evidenced  thereby, (iv) mature on the Final Maturity Date, (v) bear
interest as provided  in the appropriate clause of Section 1.09 in respect of the Base
Rate Loans and  Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject
to  voluntary prepayment as provided in Section 4.01, and mandatory prepayment as
provided in Section 3.03 and Section 4.02, and (vii) be entitled to the benefits  of this
Agreement and the other Credit Documents.




 
	 	
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	                    (c)
The Swingline Note issued to Fleet shall (i) be executed by Workflow, (ii)  be payable to
the order of Fleet and be dated the Effective Date, (iii) be in a  stated principal
amount equal to the Maximum Swingline Amount and be payable in  the outstanding principal
amount of the Swingline Loans evidenced thereby, (iv)  mature on the Swingline Expiry
Date, (v) bear interest as provided in Section  1.09 in respect of the Base Rate Loans
evidenced thereby, (vi) be subject to  voluntary prepayment as provided in Section 4.01,
and mandatory prepayment as  provided in Section 4.02, and (vii) be entitled to the
benefits of this  Agreement and the other Credit Documents.




	                    (d)
The Term A Note issued to each Lender with a Term A Loan Commitment shall  (i) be
executed by Workflow, (ii) be payable to the order of such Term A Lender  and be dated
the Effective Date (or, if issued to a Person that became a Term A  Lender after the
Effective Date, be dated the date of issuance thereof), (iii)  be in a stated principal
amount equal to the initial Term A Loan Commitment of  such Term A Lender and be payable
in the outstanding principal amount of the  Term A Loans evidenced thereby, (iv) mature
on the Final Maturity Date, (v) bear  interest as provided in the appropriate clause of
Section 1.09 in respect of the  Base Rate Loans and Eurodollar Loans, as the case may be,
evidenced thereby,  (vi) be subject to voluntary prepayment as provided in Section 4.01,
and  mandatory repayment as provided in Sections 3.03 and 4.02, and (vii) be entitled  to
the benefits of this Agreement and the other Credit Documents.




	                    (e)
The Term B Note issued to each Lender with a Term B Loan Commitment shall  (i) be
executed by Workflow, (ii) be payable to the order of such Term B Lender  and be dated
the Effective Date (or, if issued to a Person that became a Term B  Lender after the
Effective Date, be dated the date of issuance thereof), (iii)  be in a stated principal
amount equal to the initial Term B Loan Commitment of  such Term B Lender and be payable
in the outstanding principal amount of the  Term B Loans evidenced thereby, (iv) mature
on December 31, 2003, (v) bear  interest as provided in the appropriate clause of Section
1.09, (vi) be subject  to voluntary prepayment as provided in Section 4.01, and mandatory
repayment as  provided in Sections 3.03 and 4.02, and (vii) be entitled to the benefits
of  this Agreement and the other Credit Documents.




	                    (f)
Each Lender will note on its internal records the amount of each Loan made  by it to each
Borrower and each payment in respect thereof and will prior to any  transfer of any of
its Notes endorse on the reverse side thereof the outstanding  principal amount of Loans
evidenced thereby. Failure to make any such notation,  or any error in such notation,
shall not affect the respective Borrower’s  obligations in respect of such Loans.




 
	 	
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	          1.7
           Conversions.




	          Workflow
shall have the option to convert on any Business Day all or a portion at least
equal to the applicable Minimum Borrowing Amount of the outstanding principal
amount of Revolving Loans or Term A Loans of one Type into Borrowing of the
other Type of Revolving Loans or Term A Loans, as applicable, provided that (i)
no partial conversion of a Borrowing of Eurodollar Loans shall reduce the
outstanding principal amount of the Eurodollar Loans made pursuant to such
Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii)
Base Rate Loans may only be converted into Eurodollar Loans if no Default or
Event of Default is in existence on the date of the conversion, and (iii)
Borrowings of Eurodollar Loans resulting from this Section 1.07 shall be limited
in number as provided in Section 1.02. Each such conversion shall be effected by
Workflow by giving the Agent at the Notice Office, prior to 11:00 A.M. (Boston
time), at least three Business Days’ (or one Business Day’s in the
case of a conversion into Base Rate Loans) prior written notice (or telephonic
notice promptly confirmed in writing) (each a “Notice of Conversion”)
specifying the Revolving Loans and Term A Loans to be so converted, the Type of
Revolving Loans and Term A Loans to be converted into and, if to be converted
into a Borrowing of Eurodollar Loans, the Interest Period to be initially
applicable thereto. The Agent shall give each Lender prompt notice of any such
proposed conversion affecting any of such Lender’s Revolving Loans or Term
A Loans.





	          1.8     
      Pro Rata Borrowings. Subject to the provisions of Section
      1.01(d)(C) in the case of Mandatory Borrowings, (i) all Borrowings of Revolving
      Loans under this Agreement shall be made by the Revolver Lenders pro rata
      on the basis of their Dollar Percentages, (ii) all Borrowings of Term A
      Loans under this Agreement shall be made by the Term A Lenders pro rata
      on the basis of their Term A Loan Percentages, and (iii) all Borrowings
      of Term B Loans under this Agreement shall be made by the Term B Lenders
      pro rata on the basis of their Term B Loan Percentages. It
      is understood that no Lender shall be responsible for any default by any
      other Lender of its obligation to make Loans hereunder and that each Lender
      shall be obligated to make the Loans required to be made by it hereunder,
      regardless of the failure of any other Lender to fulfill its commitments
      hereunder.




	          1.9     
      Interest.




	                    (a)
Workflow agrees to pay interest in respect of the unpaid principal amount of  each
Revolving Loan which is a Base Rate Loan made to it from the date of the  Borrowing
thereof until the conversion or maturity (whether by acceleration or  otherwise) of such
Base Rate Loan, at a rate per annum equal to the aggregate of  the Base Rate plus 3.5
percent.




	                    (b)
Workflow agrees to pay interest in respect of the unpaid principal amount of  each
Revolving Loan which is a Eurodollar Loan made to it from the date of the  Borrowing
thereof until the conversion or maturity (whether by acceleration or  otherwise) of such
Eurodollar Loan, at a rate per annum equal to the aggregate  of the Eurodollar Rate plus
five percent (5%).




 
	 	
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	                    (c)
Workflow agrees to pay interest in respect of the unpaid principal amount of  each Term A
Loan which is a Base Rate Loan made to it from the date of the  Borrowing thereof until
the conversion or maturity (whether by acceleration or  otherwise) of such Base Rate
Loan, at a rate per annum equal to the aggregate of  the Base Rate plus 6.5 percent.




	                    (d)
Workflow agrees to pay interest in respect of the unpaid principal amount of  each Term A
Loan which is a Eurodollar Loan made to it from the date of the  Borrowing thereof until
the conversion or maturity (whether by acceleration or  otherwise) of such Eurodollar
Loan, at a rate per annum equal to the aggregate  of the Eurodollar Rate plus eight
percent (8%).




	                    (e)
Workflow agrees to pay interest in respect of the unpaid principal amount of  each Term B
Loan made to it from the date of the Borrowing thereof until  maturity (whether by
acceleration or otherwise) of such Term B Loan, at a rate  per annum equal to the Term B
Interest Rate.




	                    (f)
Overdue principal and, to the extent permitted by law, overdue interest in  respect of
each Loan, any other overdue amount payable hereunder and, during the  continuance of an
Event of Default, any amounts not overdue shall, in each case,  bear interest at a rate
per annum equal to (x) with respect to all Loans and  Obligations other than the Term B
Loans, the greater of (1) 2% per annum in  excess of the rate otherwise applicable to
Term A Loans which are Base Rate  Loans from time to time and (2) the rate which is 2% in
excess of the rate then  borne by such Loans, and (y) with respect to Term B Loans, the
rate which is 2%  in excess of the rate then borne by such Term B Loans.




	                    (g)
Interest shall accrue from and including the date of any Borrowing of any  Loan to but
excluding the date of any repayment thereof and shall be payable (i)  in respect of each
Loan, monthly in arrears on the last Business Day of each  calendar month, and (ii) in
respect of each Loan, on any prepayment or  conversion (on the amount prepaid or
converted), at maturity (whether by  acceleration or otherwise) and, after such maturity,
on demand, provided, that  in the case of Revolving Loans maintained as Base Rate Loans,
interest shall not  be payable pursuant to the preceding clause (ii) at the time of any
repayment or  prepayment thereof unless the respective repayment or prepayment is made in
conjunction with a permanent reduction of the Total Revolving Commitment or is  at or
after maturity.




	                    (h)
All computations of interest hereunder shall be made in accordance with  Section 12.07(b).




	                    (i)
The Agent, upon determining the Eurodollar Rate for any Borrowing of  Eurodollar Loans
for any Interest Period, shall promptly notify Workflow and the  Lenders thereof. Each
such determination shall, absent manifest error, be final  and conclusive and binding on
all parties hereto.




 
	 	
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	          1.10
          Interest Periods. At the time Workflow
      gives a Notice of Borrowing or Notice of Conversion in respect of the making
      of, or conversion into, a Borrowing of Eurodollar Loans (in the case of
      the initial Interest Period applicable thereto) or prior to 11:00 A.M. (Boston
      time) on the third Business Day prior to the expiration of an Interest Period
      applicable to a Borrowing of Eurodollar Loans, Workflow shall have the right
      to elect, by giving the Agent written notice (or telephonic notice promptly
      confirmed in writing), the Interest Period applicable to such Borrowing,
      which Interest Period shall, at the option of Workflow, be a one, two, three
      or six month period, provided that:




	 	          (i)
      all Eurodollar Loans comprising a Borrowing shall at all times have the
      same Interest Period;





	 	          (ii)
      the initial Interest Period for any Borrowing of Eurodollar Loans shall
      commence on the date of such Borrowing (including the date of any conversion
      from a Borrowing of Base Rate Loans) and each Interest Period occurring
      thereafter in respect of such Borrowing shall commence on the day on which
      the next preceding Interest Period expires;





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





	 	          (iv)
      if any Interest Period would otherwise expire on a day which is not a Business
      Day, such Interest Period shall expire on the next succeeding Business Day,
      provided, that if any Interest Period would otherwise expire on a day which
      is not a Business Day but is a day of the month after which no further Business
      Day occurs in such month, such Interest Period shall expire on the next
      preceding Business Day;





	 	          (v)
      no Interest Period may be elected if it would extend beyond the Final Maturity
      Date; and





	 	          (vi)
      no Interest Period may be elected at any time when a Default or an Event
      of Default is then in existence.






	If upon the expiration of any Interest Period,
      Workflow has failed to, or is not permitted to, elect a new Interest Period
      to be applicable to the respective Borrowing of Eurodollar Loans as provided
      above, Workflow shall be deemed to have elected to convert such Borrowing
      into a Borrowing of Base Rate Loans effective as of the expiration date
      of such current Interest Period.






	          1.11
           Increased Costs, Illegality, etc.




	                    (a)
In the event that (x) in the case of clause (i) below, the Agent, or  (y) in the case of
clauses (ii) and (iii) below, any Lender, shall have  determined (which determination
shall, absent manifest error, be final  and conclusive and binding upon all parties
hereto):




 
	 	
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	 	          (i)
      on any date for determining the Eurodollar Rate for any Interest Period,
      that, by reason of any changes arising after the date of this Agreement
      affecting the interbank Eurodollar market, adequate and fair means do not
      exist for ascertaining the applicable interest rate on the basis provided
      for in the definition of Eurodollar Rate; or





	 	          (ii)
      at any time, that such Lender shall incur increased costs or reductions
      in the amounts received or receivable hereunder with respect to any Eurodollar
      Loans because of (x) any change since the date of this Agreement in any
      applicable law, governmental rule, regulation, guideline, order or request
      (whether or not having the force of law), or in the interpretation or administration
      thereof and including the adoption or introduction of any new law or governmental
      rule, regulation, guideline, order or request, such as, for example, but
      not limited to: (A) a change in the basis of taxation of payment to any
      Lender of the principal of or interest on the Loans, the Notes or any other
      amounts payable hereunder (except for changes in the rate of tax on, or
      determined by reference to, the net income or profits of such Lender pursuant
      to the laws of the jurisdiction in which it is organized or in which its
      principal office or applicable lending office is located or any subdivision
      thereof or therein) or (B) a change in official reserve requirements, but,
      in all events, excluding reserves required under Regulation D to the extent
      included in the computation of the Eurodollar Rate and/or (y) other circumstances
      since the date of this Agreement affecting such Lender, the interbank Eurodollar
      market or the position of such Lender in such market; or





	 	          (iii)
      at any time, that the making or continuance of any Eurodollar Loan has been
      made (x) unlawful by any law or governmental rule, regulation or order,
      (y) impossible by compliance by any Lender in good faith with any governmental
      request (whether or not having force of law) or (z) impracticable as a result
      of a contingency occurring after the date of this Agreement which materially
      and adversely affects the interbank Eurodollar market;





	then, and in any such event, the Agent (in the
case of clause (i) above), or  such Lender (in the case of clauses (ii) and (iii) above)
shall give notice (by  telephone confirmed promptly in writing) to the Borrower and
(except in the case  of clause (i)) to the Agent of such determination (which notice the
Agent shall  promptly transmit to each of the other Lenders). Thereafter (x) in the case
of  clause (i) above, Eurodollar Loans shall no longer be available until such time  as
the Agent notifies Workflow and the Lenders that the circumstances giving  rise to such
notice by the Agent no longer exist, and any Notice of Borrowing or  Notice of Conversion
given by Workflow with respect to Eurodollar Loans which  have not yet been incurred
shall be deemed rescinded by Workflow, (y) in the  case of clause (ii) above, the
Borrower agrees to pay to such Lender, upon  written demand therefor (accompanied by the
written notice referred to below),  such additional amounts (in the form of an increased
rate of, or a different  method of calculating, interest or otherwise as such Lender in
its sole  discretion shall determine) as shall be required to compensate such Lender for
such increased costs or reductions in amounts received or receivable hereunder  (a
written notice as to the additional amounts owed to such Lender, showing in  reasonable
detail the basis for the calculation thereof, submitted to the  Borrower by such Lender
shall, absent manifest error, be final and conclusive  and binding upon all parties
hereto), and (z) in the case of clause (iii) above,  the Borrower shall take one of the
actions specified in Section 1.11(b) as  promptly as possible and, in any event, within
the time period required by law.




 
	 	
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	                    (b)
At any time that any Eurodollar Loan is affected by the circumstances  described in
Section 1.11(a)(ii) or (iii), the Borrower may (and in the case of  a Eurodollar Loan
affected pursuant to Section 1.11(a)(iii) the Borrower shall)  either (i) if the affected
Eurodollar Loan is then being made pursuant to a  Borrowing, cancel said Borrowing by
giving the Agent telephonic notice  (confirmed promptly in writing) thereof on the same
date that the Borrower was  notified by a Lender pursuant to Section 1.11(a)(ii) or
(iii)), or (ii) if the  affected Eurodollar Loan is then outstanding, upon at least three
Business Days’  notice to the Agent, require the affected Lender to convert each such
Eurodollar  Loan into a Base Rate Loan (which conversion, in the case of the
circumstances  described in Section 1.11(a)(iii), shall occur no later than the last day
of the  Interest Period then applicable to such Eurodollar Loan (or such earlier date as
shall be required by applicable law)).




	                    (c)
      If any Lender shall have determined that after the date hereof, the adoption,
      introduction or effectiveness of any applicable law, rule or regulation
      regarding capital adequacy, or any change therein, or any change in the
      interpretation or administration thereof by any governmental authority,
      central bank or comparable agency charged with the interpretation or administration
      thereof, or compliance by such Lender with any request or directive regarding
      capital adequacy (whether or not having the force of law) of any such authority,
      central bank or comparable agency, has or would have the effect of increasing
      the amount of capital required or expected to be maintained by such Lender
      or any corporation controlling such Lender based on the existence of such
      Lender’s Revolving Commitment, Loans outstanding or obligation hereunder,
      then from time to time, upon written demand by such Lender (with a copy
      to the Agent), the Borrower shall pay to such Lender such additional amounts
      as shall be required to compensate such Lender or such other corporation
      for the increased cost to such Lender or such other corporation or the reduction
      in the rate of return to such Lender or such other corporation as a result
      of such increase of capital. In determining such additional amounts, each
      Lender will act reasonably and in good faith and will use averaging and
      attribution methods which are reasonable, provided that such Lender’s
      determination of compensation owing under this Section 1.11(c) shall, absent
      manifest error, be final and conclusive and binding on all the parties hereto.
      Each Lender, upon determining that any additional amounts will be payable
      pursuant to this Section 1.11(c), will give prompt written notice thereof
      to the Borrower, which notice shall show in reasonable detail the basis
      for calculation of such additional amounts, although the failure to give
      any such notice shall not release or diminish the Borrower’s obligations
      to pay additional amounts pursuant to this Section 1.11(c) upon the subsequent
      receipt of such notice.




 
	 	
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	          1.12
           Compensation. The Borrower agrees
      to compensate each Lender, upon its written request (which request shall
      set forth in reasonable detail the basis for requesting such compensation),
      for all reasonable losses, expenses and liabilities (including, without
      limitation, any loss, expense or liability incurred by reason of the liquidation
      or reemployment of deposits or other funds required by such Lender to fund
      its Eurodollar Loans but excluding loss of anticipated profit with respect
      to any Loans) which such Lender may sustain: (i) if for any reason (other
      than a default by such Lender or the Agent) a Borrowing of Eurodollar Loans
      does not occur on a date specified therefor in a Notice of Borrowing or
      Notice of Conversion (whether or not withdrawn or deemed withdrawn pursuant
      to Section 1.11(a) or (b)); (ii) if any repayment (including any repayment
      made pursuant to Sections 3.03, 4.01 or 4.02 or as a result of an acceleration
      of the Loans pursuant to Section 9) or conversion of any Eurodollar Loans
      occurs on a date which is not the last day of an Interest Period applicable
      thereto; (iii) if any prepayment of any Eurodollar Loans is not made on
      any date specified in a notice of prepayment given by the Borrower; or (iv)
      as a consequence of (x) any other default by the Borrower to repay its Loans
      when required by the terms of this Agreement or (y) an election made pursuant
      to Section 1.11(b).




	          1.13
           Lending Offices; Changes Thereto.




	                    (a)
Each Lender may at any time or from time to time designate, by written  notice to the
Agent to the extent not already reflected on Annex II, one or more  lending offices
(which, for this purpose, may include Affiliates of the  respective Lender) for the
various Loans made, and Letters of Credit  participated in, by such Lender (including by
designating a separate lending  office (or Affiliate) to act as such with respect to
Loans and Letter of Credit  Outstandings); provided that, for designations made after the
Effective Date, to  the extent such designation shall result in increased costs under
Section 1.11,  2.05 or 4.04 in excess of those which would be charged in the absence of
the  designation of a different lending office (including a different Affiliate of  the
respective Lender), then the Borrower shall not be obligated to pay such  excess
increased costs (although the Borrower, in accordance with and pursuant  to the other
provisions of this Agreement, shall be obligated to pay the costs  which would apply in
the absence of such designation and any subsequent  increased costs of the type described
above resulting from changes after the  date of the respective designation). Each lending
office and Affiliate of any  Lender designated as provided above shall, for all purposes
of this Agreement,  be treated in the same manner as the respective Lender (and shall be
entitled to  all indemnities and similar provisions in respect of its acting as such
hereunder).




	                    (b)
Each Lender agrees that, upon the occurrence of any event giving rise to the  operation
of Section 1.11(a)(ii) or (iii), 1.11(c), 2.05 or 4.04 with respect to  such Lender, it
will, if requested by the Borrower, use reasonable efforts  (subject to overall policy
considerations of such Lender) to designate another  lending office for any Loans or
Letters of Credit affected by such event;  provided, that such designation is made on
such terms that, in the sole judgment  of such Lender, such Lender and its lending office
suffer no economic, legal or  regulatory disadvantage, with the object of avoiding the
consequences of the  event giving rise to the operation of any such Section. Nothing in
this Section  1.13 shall affect or postpone any of the obligations of the Borrower or the
right of any Lender provided in Section 1.11, 2.05 or 4.04.




 
	 	
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	          1.14     
      Replacement of Lenders.




	                    (a)     
      (i) If any Lender becomes a Defaulting Lender or otherwise defaults in its
      obligations to make Loans or fund Unpaid Drawings, (ii) if any Lender refuses
      to consent to certain proposed changes, waivers, discharges or terminations
      with respect to this Agreement which have been approved by the Required
      Lenders as (and to the extent) provided in Section 12.12(b) or (iii) upon
      the occurrence of any event giving rise to the operation of Section 1.11(a)(ii)
      or (iii), Section 1.11(c), Section 2.05 or Section 4.04 with respect to
      any Lender which results in such Lender charging to the Borrower increased
      costs in excess of those being generally charged by the other Lenders, the
      Borrower shall have the right, in accordance with the requirements of Section
      12.04(b), if no Event of Default will exist after giving effect to such
      replacement, to replace such Lender (the “Replaced Lender”) with
      an Eligible Transferee or Transferees, none of which shall constitute a
      Defaulting Lender at the time of such replacement (collectively, the “Replacement
      Lender”), and each of whom shall be reasonably acceptable to the Agent
      and the Letter of Credit Issuer; provided that (A) at the time of
      any replacement pursuant to this Section 1.14, the Replacement Lender shall
      enter into one or more Assignment and Assumption Agreements pursuant to
      Section 12.04(b) (and with the assignment fee payable pursuant to said Section
      12.04(b) to be paid by the Replacement Lender) pursuant to which the Replacement
      Lender shall acquire the entire Revolving Commitment, Term A Loan Commitment,
      Term B Loan Commitment, and all outstanding Loans of, and in each case participations
      in Swingline Loans and Letters of Credit by, the Replaced Lender and, in
      connection therewith, shall pay (w) to the Replaced Lender in respect thereof
      an amount equal to the sum of (I) an amount equal to the principal of and
      all accrued interest on, all outstanding Loans of the Replaced Lender, (II)
      an amount equal to all Unpaid Drawings that have been funded by (and not
      reimbursed to) such Replaced Lender, together with all then unpaid interest
      with respect thereto at such time and (III) an amount equal to all accrued,
      but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section
      3.01, (x) to the Letter of Credit Issuer an amount equal to such Replaced
      Lender’s Dollar Percentage of any Unpaid Drawing (which at such time
      remains an Unpaid Drawing) to the extent such amount was not theretofore
      funded by such Replaced Lender, and (y) to Fleet an amount equal to such
      Replaced Lender’s Dollar Percentage of any Mandatory Borrowing referred
      to in Section 1.01(d)(C) to the extent such amount was not theretofore funded
      by such Replaced Lender, and (B) all obligations of the Borrower owing to
      the Replaced Lender (other than those specifically described in clause (A)
      above in respect of which the assignment purchase price has been, or is
      concurrently being, paid) shall be paid in full to such Replaced Lender
      concurrently with such replacement.




	                    (b)
Upon the execution of the respective Assignment and Assumption Agreements,  the payment
of amounts referred to in clauses (A) and (B) of Section 1.14(a)  and, if so requested by
the Replacement Lender, delivery to the Replacement  Lender of the appropriate Note or
Notes executed by the Borrower, the  Replacement Lender shall become a Lender hereunder
and the Replaced Lender shall  cease to constitute a Lender hereunder, except with
respect to indemnification  provisions applicable to the Replaced Lender under this
Agreement (including,  without limitation, Sections 1.11, 1.12, 2.05, 4.04, 12.01 and
12.06), which  shall survive as to such Replaced Lender.




 
	 	
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	          SECTION
      2     Letters of Credit.




	          2.1     Letters
      of Credit.




	                    (a)
Subject to and upon the terms and conditions set forth herein, Workflow  may request the
Letter of Credit Issuer at any time and from time to  time on or after the Effective Date
and prior to the 30th day prior to  the Final Maturity Date to issue, for the account of
Workflow and in  support of (x) trade obligations and other obligations of Workflow or
any of its Subsidiaries incurred in the ordinary course of business and  (y) such other
obligations of Workflow or any of its Subsidiaries to  any other Person that are
reasonably acceptable to the Agent and the  Letter of Credit Issuer, and subject to and
upon the terms and  conditions set forth herein, the Letter of Credit Issuer agrees to
issue from time to time, irrevocable letters of credit in such form as  may be approved
by the Letter of Credit Issuer and the Agent (each such  letter of credit, a “Letter
of Credit” and, collectively, the “Letters  of Credit”).




	                    (b)
      The Letter of Credit Issuer hereby agrees that it will (subject to the terms
      and conditions contained herein), at any time and from time to time on and
      after the Effective Date and prior to the 30th day prior to the Final Maturity
      Date, following its receipt of the respective Letter of Credit Request,
      issue for the account of Workflow, subject to the terms and conditions of
      this Agreement, one or more Letters of Credit, provided that the
      Letter of Credit Issuer shall be under no obligation to issue any Letter
      of Credit if at the time of such issuance:




	 	           (i)
      any order, judgment or decree of any governmental authority or arbitrator
      shall purport by its terms to enjoin or restrain the Letter of Credit Issuer
      from issuing such Letter of Credit or any requirement of law applicable
      to the Letter of Credit Issuer or any request or directive (whether or not
      having the force of law) from any governmental authority with jurisdiction
      over the Letter of Credit Issuer shall prohibit, or request that the Letter
      of Credit Issuer refrain from, the issuance of letters of credit generally
      or such Letter of Credit in particular or shall impose upon the Letter of
      Credit Issuer with respect to such Letter of Credit any restriction or reserve
      or capital requirement (for which the Letter of Credit Issuer is not otherwise
      compensated) not in effect on the date hereof, or any unreimbursed loss,
      cost or expense which was not applicable, in effect or known to the Letter
      of Credit Issuer as of the date hereof and which the Letter of Credit Issuer
      reasonably and in good faith deems material to it; or





	 	          (ii)
      the Letter of Credit Issuer shall have received notice from Workflow, any
      other Credit Party or the Required Lenders prior to the issuance of such
      Letter of Credit of the type described in clause (vi) of Section 2.01(c).





 
	 	
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	                    (c)
Notwithstanding the foregoing, (i) no Letter of Credit shall be issued  the Stated Amount
of which, when added to the Letter of Credit  Outstandings at such time, would exceed
$5,000,000, (ii) no Letter of  Credit shall be issued if, after giving effect thereto,
the Aggregate  Revolving Credit Exposure would exceed the Total Revolving Commitment  at
such time, (iii) no Letter of Credit shall be issued if, after  giving effect thereto,
the Aggregate Revolving Credit Exposure would  exceed the Borrowing Base at such time,
(iv) each Letter of Credit  shall have an expiry date occurring not later than the
earlier of (x)  one year (or 180 days in the case of a trade Letter of Credit) after
such Letter of Credit’s date of issuance, provided that any standby  Letter of Credit may
be automatically extendible for periods of up to  one year so long as such standby Letter
of Credit provides that the  Letter of Credit Issuer retains an option, satisfactory to
the Letter  of Credit Issuer, to terminate such standby Letter of Credit within a
specified period of time prior to each scheduled extension date and (y)  the fifth
Business Day (or the 30th day in the case of trade Letters of  Credit) prior to the Final
Maturity Date, (v) each Letter of Credit  shall be denominated in Dollars and issued on a
sight basis, and (vi)  the Letter of Credit Issuer will not issue any Letter of Credit
after  it has received written notice from Workflow, any other Credit Party or  the
Required Lenders stating that a Default or an Event of Default  exists until such time as
the Letter of Credit Issuer shall have  received a written notice of (x) rescission of
such notice from the  party or parties originally delivering same or (y) a waiver of such
Default or Event of Default by the Required Lenders.




	                    (d)
Notwithstanding the foregoing, in the event a Lender Default exists,  the Letter of
Credit Issuer shall not be required to issue any Letter  of Credit unless the Letter of
Credit Issuer has entered into  arrangements satisfactory to it and Workflow to eliminate
the Letter of  Credit Issuer’s risk with respect to the participation in Letters of
Credit of any Defaulting Lender or Lenders, including by cash  collateralizing any such
Defaulting Lender’s or Lenders’ Dollar  Percentage of the Letter of Credit Outstandings.




	          2.2     Letter
      of Credit Requests; Notices of Issuance.




	                    (a)
Whenever Workflow desires that a Letter of Credit be issued, Workflow shall  give the
Agent and the Letter of Credit Issuer written notice thereof prior to  11:00 A.M. (Boston
time) at least five Business Days (or such shorter period as  may be acceptable to the
Letter of Credit Issuer) prior to the proposed date of  issuance (which shall be a
Business Day), which notice shall be in the form of  Exhibit A-2 appropriately completed
(each a “Letter of Credit Request”). Each  Letter of Credit Request shall
include any other documents as the Letter of  Credit Issuer customarily requires in
connection therewith.




 
	 	
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	                    (b)
The making of each Letter of Credit Request shall be deemed to be a  representation and
warranty by Workflow that (i) such Letter of Credit may be  issued in accordance with,
and will not violate the requirements of, Section  2.01(c) and (ii) all of the applicable
conditions set forth in Section 5 shall  be met at the time of such issuance. Unless the
Letter of Credit Issuer has  received notice from Workflow, any other Credit Party or the
Required Lenders  before it issues a Letter of Credit that one or more of the conditions
specified  in Section 5 are not then satisfied, or that the issuance of such Letter of
Credit would violate Section 2.01(c), then the Letter of Credit Issuer may issue  the
requested Letter of Credit for the account of Workflow in accordance with  the Letter of
Credit Issuer’s usual and customary practices.




	                    (c)
The Letter of Credit Issuer shall, promptly upon its issuance of a Letter of  Credit,
give the Agent and Workflow written notice thereof, in each case  accompanied by a copy
to the Agent of the Letter of Credit or Letters of Credit  issued by the Letter of Credit
Issuer.




	          2.3     Agreement
      to Repay Letter of Credit Drawings.




	                    (a)
Workflow hereby agrees to reimburse the Letter of Credit Issuer, by making  payment to
the Agent in Dollars and in immediately available funds at the  appropriate Payment
Office, for any payment or disbursement made by the Letter  of Credit Issuer under any
Letter of Credit (each such amount so paid or  disbursed until reimbursed, an
“Unpaid Drawing”) promptly upon but no later than  one Business Day after the
Letter of Credit Issuer notifies Workflow that such  payment or disbursement has occurred
(provided that no such notice shall be  required to be given if a Default or an Event of
Default under Section 9.05  shall have occurred and be continuing, in which case the
Unpaid Drawing shall be  due and payable immediately without presentment, demand, protest
or notice of  any kind (all of which are hereby waived by Workflow)), with interest on
the  amount so paid or disbursed by the Letter of Credit Issuer, to the extent not
reimbursed prior to 12:00 Noon (Boston time) on the date of such payment or
disbursement, from and including the date paid or disbursed to but not including  the
date the Letter of Credit Issuer is reimbursed therefor at a rate per annum  equal to the
rate then payable for Revolving Loans which are Base Rate Loans  (plus an additional 2%
per annum if not reimbursed by the third Business Day  after the date of such notice of
such payment or disbursement or following the  occurrence of a Default or an Event of
Default under Section 9.05), with such  interest to be payable on demand.




 
	 	
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	                    (b)
Workflow’s obligation under this Section 2.03 to reimburse the Letter of  Credit Issuer
with respect to Unpaid Drawings (including, in each case, interest  thereon) shall be
absolute and unconditional under any and all circumstances and  irrespective of any
setoff, counterclaim or defense to payment which Workflow or  any of its Subsidiaries may
have or have had against the Letter of Credit  Issuer, the Agent, any Lender, the
beneficiary of any Letter of Credit or any  other Person, including, without limitation,
any defense based upon the failure  of any drawing under a Letter of Credit to conform to
the terms of the Letter of  Credit or any non-application or misapplication by the
beneficiary of the  proceeds of such drawing, provided that Workflow shall not be
obligated to  reimburse the Letter of Credit Issuer for any wrongful payment made by the
Letter of Credit Issuer under a Letter of Credit as a result of acts or  omissions
constituting willful misconduct or gross negligence on the part of the  Letter of Credit
Issuer (as finally determined by a court of competent  jurisdiction).




	          2.4     Letter
      of Credit Participations.




	                    (a)
Immediately upon the issuance by the Letter of Credit Issuer of any  Letter of Credit,
the Letter of Credit Issuer shall be deemed to have  sold and transferred to each other
Revolver Lender, and each such  Revolver Lender (each a “Participant”) shall be
deemed irrevocably and  unconditionally to have purchased and received from the Letter of
Credit Issuer, without recourse or warranty, an undivided interest and  participation, to
the extent of such Revolver Lender’s Dollar  Percentage, in such Letter of Credit, each
substitute letter of credit,  each drawing made thereunder and the obligations of
Workflow under this  Agreement with respect thereto (although Letter of Credit Fees shall
be  payable directly to the Agent for the account of the Revolver Lenders  as provided in
Section 3.01(b) and the Participants shall have no right  to receive any portion of any
Facing Fees) and any security therefor or  guaranty pertaining thereto. Upon any change
in the Revolving  Commitments or Dollar Percentages of the Revolver Lenders pursuant to
this Agreement, it is hereby agreed that, with respect to all  outstanding Letters of
Credit and Unpaid Drawings, there shall be an  automatic adjustment to the participations
pursuant to this Section  2.04 to reflect the new Dollar Percentages of the various
Revolver  Lenders.




	                    (b)
In determining whether to pay under any Letter of Credit, the Letter of  Credit Issuer
shall not have any obligation relative to the  Participants other than to determine that
any documents required to be  delivered under such Letter of Credit have been delivered
and that they  appear to substantially comply on their face with the requirements of
such Letter of Credit. Any action taken or omitted to be taken by the  Letter of Credit
Issuer under or in connection with any Letter of  Credit, if taken or omitted in the
absence of gross negligence or  willful misconduct (as finally determined by a court of
competent  jurisdiction), shall not create for the Letter of Credit Issuer any  resulting
liability to any Person.




 
	 	
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	                    (c)
In the event that the Letter of Credit Issuer makes any payment under  any Letter of
Credit and Workflow shall not have reimbursed such amount  in full to the Letter of
Credit Issuer pursuant to Section 2.03(a), the  Letter of Credit Issuer shall promptly
notify the Agent, and the Agent  shall promptly notify each Participant of such failure,
and each  Participant shall promptly and unconditionally pay to the Agent for the
account of the Letter of Credit Issuer, the amount of such  Participant’s Dollar
Percentage of such payment in Dollars and in same  day funds, provided that no
Participant shall be obligated to pay to  the Agent its Dollar Percentage of such
unreimbursed amount for any  wrongful payment made by the Letter of Credit Issuer under a
Letter of  Credit as a result of acts or omissions constituting willful misconduct  or
gross negligence on the part of the Letter of Credit Issuer (as  finally determined by a
court of competent jurisdiction). If the Agent  so notifies any Participant required to
fund a payment under a Letter  of Credit prior to 11:00 A.M. (Boston time) on any
Business Day, such  Participant shall make available to the Agent for the account of the
Letter of Credit Issuer such Participant’s Dollar Percentage of the  amount of such
payment on such Business Day in Dollars and in same day  funds. If and to the extent such
Participant shall not have so made its  Dollar Percentage of the amount of such payment
available to the Agent  for the account of the Letter of Credit Issuer, such Participant
agrees  to pay to the Agent for the account of the Letter of Credit Issuer,  forthwith on
demand such amount, together with interest thereon, for  each day from such date until
the date such amount is paid to the Agent  for the account of the Letter of Credit Issuer
at the Federal Funds  Effective Rate. The failure of any Participant to make available to
the  Agent for the account of the Letter of Credit Issuer its Dollar  Percentage of any
payment under any Letter of Credit shall not relieve  any other Participant of its
obligation hereunder to make available to  the Agent for the account of the Letter of
Credit Issuer its Dollar  Percentage of any payment under any Letter of Credit on the
date  required, as specified above, but no Participant shall be responsible  for the
failure of any other Participant to make available to the Agent  for the account of the
Letter of Credit Issuer such other Participant’s  Dollar Percentage of any such payment.




	                    (d)
Whenever the Letter of Credit Issuer receives a payment of a  reimbursement obligation as
to which the Agent has received for the  account of the Letter of Credit Issuer any
payments from the  Participants pursuant to clause (c) above, the Letter of Credit Issuer
shall pay to the Agent and the Agent shall promptly pay to each  Participant which has
paid its Dollar Percentage thereof, in Dollars  and in same day funds, an amount equal to
such Participant’s Dollar  Percentage of the principal amount thereof and interest
thereon  accruing after the actual funding of the respective participations.




	                    (e)
The obligations of the Participants to make payments to the Agent for  the account of the
Letter of Credit Issuer with respect to Letters of  Credit shall be irrevocable and not
subject to counterclaim, set-off or  other defense or any other qualification or
exception whatsoever  (except as otherwise expressly provided in the proviso to the first
sentence in Section 2.04(c)) and shall be made in accordance with the  terms and
conditions of this Agreement under all circumstances,  including, without limitation, any
of the following circumstances:




	 	              (i)
      any lack of validity or enforceability of this Agreement or any of the other
      Credit Documents;





 
	 	
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	 	          (ii)
      the existence of any claim, set-off, defense or other right which Workflow
      or any of its Subsidiaries may have at any time against a beneficiary named
      in a Letter of Credit, any transferee of any Letter of Credit, any Lender
      or any other Person, whether in connection with this Agreement, any Letter
      of Credit, the transactions contemplated herein or any unrelated transactions
      (including any underlying transaction between Workflow or any such Subsidiary
      and the beneficiary named in any such Letter of Credit);





	 	          (iii)
      any draft, certificate or other document presented under the Letter of Credit
      proving to be forged, fraudulent, invalid or insufficient in any respect
      or any statement therein being untrue or inaccurate in any respect;





	 	          (iv)
      the surrender or impairment of any security for the performance or observance
      of any of the terms of any of the Credit Documents; or





	 	          (v)
      the occurrence of any Default or Event of Default.





	          2.5     Increased
      Costs. If at any time after the date hereof, the adoption, introduction
      or effectiveness of any applicable law, rule or regulation, or any change
      therein, or any change in the interpretation or administration thereof by
      any governmental authority, central bank or comparable agency charged with
      the interpretation or administration thereof, or compliance by the Letter
      of Credit Issuer or any Participant with any request or directive (whether
      or not having the force of law) by any such authority, central bank or comparable
      agency shall either (i) impose, modify or make applicable any reserve, deposit,
      capital adequacy or similar requirement against Letters of Credit issued
      by the Letter of Credit Issuer or such Participant’s participation
      therein, or (ii) impose on the Letter of Credit Issuer or any Participant
      any other conditions affecting this Agreement, any Letter of Credit or such
      Participant’s participation therein; and the result of any of the foregoing
      is to increase the cost to the Letter of Credit Issuer or such Participant
      of issuing, maintaining or participating in any Letter of Credit, or to
      reduce the amount of any sum received or receivable by the Letter of Credit
      Issuer or such Participant hereunder or reduce the rate of return on its
      capital with respect to Letters of Credit, then, upon written demand to
      Workflow by the Letter of Credit Issuer or such Participant (a copy of which
      demand shall be sent by the Letter of Credit Issuer or such Participant
      to the Agent), Workflow shall pay to the Letter of Credit Issuer or such
      Participant such additional amount or amounts as will compensate the Letter
      of Credit Issuer or such Participant for such increased cost or reduction.
      A certificate submitted to Workflow by the Letter of Credit Issuer or such
      Participant, as the case may be (a copy of which certificate shall be sent
      by the Letter of Credit Issuer or such Participant to the Agent), setting
      forth the basis for the determination of such additional amount or amounts
      necessary to compensate the Letter of Credit Issuer or such Participant
      as aforesaid shall be final and conclusive and binding on Workflow absent
      manifest error, although the failure to deliver any such certificate shall
      not release or diminish Workflow’s obligations to pay additional amounts
      pursuant to this Section 2.05 upon subsequent receipt of such certificate.




 
	 	
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	          SECTION
      3      Fees; Adjustments of Commitments.




	          3.1     Fees.




	                    (a)
(i) Workflow agrees to pay to the Agent for distribution to each  Non-Defaulting Lender
that is a Revolver Lender a facility fee (the “Facility  Fee”) for the period
from the Effective Date to but not including the date the  Total Revolving Commitment has
been terminated, computed for each day at a rate  per annum equal to the Applicable
Facility Fee Percentage (as in effect from  time to time) on the full amount of the
Revolving Commitment of such Revolver  Lender. Accrued Facility Fees shall be due and
payable quarterly in arrears on  the last Business Day of each April, July, October and
January of each year and  the date upon which the Total Revolving Commitment has been
terminated.




	                    (b)
      Workflow agrees to pay to the Agent for distribution to each Revolver Lender
      (based on its Dollar Percentage), a fee in respect of each Letter of Credit
      (the “Letter of Credit Fee”) for the
      period from and including the date of issuance of such Letter of Credit
      to and including the date of termination or expiration of such Letter of
      Credit, computed for each day at a rate per annum equal to two and one quarter
      percent (2.25%) on the daily average Stated Amount of such Letter of Credit.
      Accrued Letter of Credit Fees shall be due and payable quarterly in arrears
      on the last Business Day of each April, July, October and January of each
      year and on the first day on or after the termination of the Total Revolving
      Commitment upon which no Letters of Credit remain outstanding.




	                    (c)
Workflow agrees to pay directly to the Letter of Credit Issuer for the  account of the
Letter of Credit Issuer a fee in respect of each Letter of Credit  (the “Facing
Fee”) for the period from and including the date of issuance of  such Letter of
Credit to and including the date of termination or expiration of  such Letter of Credit,
computed for each day at a rate per annum equal to 1/4 of  1% on the daily average Stated
Amount of such Letter of Credit, provided that in  no event shall the annual Facing Fee
with respect to any Letter of Credit be  less than $500. Accrued Facing Fees shall be due
and payable quarterly in  arrears on the last Business Day of each April, July, October
and January of  each year and on the first day on or after the termination of the Total
Revolving Commitment upon which no Letters of Credit remain outstanding.




	                    (d)
Workflow agrees to pay directly to the Letter of Credit Issuer upon each  issuance of,
payment under, and/or amendment of, a Letter of Credit issued by it  such amount as shall
at the time of such issuance, payment or amendment be the  administrative charge which
the Letter of Credit Issuer is customarily charging  for issuances of, payments under or
amendments of comparable letters of credit  issued by it.




	                    (e)
On the Effective Date, the Borrower shall pay to the Agent, for distribution  to each
Lender (based on its Dollar Percentage), an amendment and restructuring  fee in the sum
of $1,800,000.




 
	 	
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	                    (f)
The Borrower agrees to pay to the Agent, for its own account, such other  fees as have
been agreed to in writing from time to time by the Borrower and the  Agent.




	                    (g)
All computations of Fees shall be made in accordance with Section 12.07(b).  All Fees
shall be fully earned on the date when due and shall not be subject to  refund or rebate
under any circumstances.




	          3.2
           Voluntary Reduction of Revolving Commitments.




	          Upon
      at least three Business Days’ prior written notice to the Agent at
      the Notice Office (which notice the Agent shall promptly transmit to each
      of the Lenders), Workflow shall have the right, without premium or penalty,
      to terminate or partially reduce the Unutilized Total Revolving Commitment,
      provided that any partial reduction pursuant to this Section 3.02
      shall be in the amount of at least $5,000,000 or any integral multiple of
      $1,000,000 in excess thereof, and provided further that
      the Borrower shall have no right to make any such reduction or termination
      until the Term Loans have been repaid in full. Each reduction to the Unutilized
      Total Revolving Commitment pursuant to this Section 3.02 shall apply to
      reduce permanently the Revolving Commitments of the various Lenders pro
      rata based on their respective Dollar Percentages.





	          3.3     Mandatory
      Adjustments of Revolving Commitments and Prepayments of Term Loans.




	                    (a)
The Total Revolving Commitment shall terminate and the Term A Loans shall be  due and
payable on the earlier of (i) the date on which a Change of Control  occurs and (ii) the
Final Maturity Date. The Term B Loans shall be due and  payable on the earlier of (i) the
date on which a Change of Control occurs and  (ii) December 31, 2003.




	                    (b)
On the date of receipt by Workflow and/or any of its Subsidiaries of Cash  Proceeds from
any Asset Sale, the Obligations shall be prepaid on such date by  an amount equal to the
Net Cash Proceeds from such Asset Sale. The Net Cash  Proceeds so received shall be
applied toward the Obligations in the manner set  forth in Section 4.05(a)(i) or 4.05(b)
hereof, as applicable.




 
	 	
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	                    (c)
On the Business Day following the date of receipt by Workflow and/or any of  its
Subsidiaries of Cash Proceeds from any Recovery Event, the Obligations shall  be prepaid
on such date by an amount equal to the Net Insurance Proceeds from  such Recovery Event.
The Net Insurance Proceeds so received shall be applied  toward the Obligations in the
manner set forth in Section 4.05(a)(ii) or 4.05(b)  hereof, as applicable.
Notwithstanding the above, no such reduction shall be  required to the extent that
Workflow elects, as hereinafter provided, to cause  such Net Insurance Proceeds to be
reinvested in Reinvestment Assets (such  election, a “Reinvestment Election”).
Workflow may exercise its Reinvestment  Election with respect to a Recovery Event if (x)
no Default or Event of Default  exists and (y) Workflow delivers a Reinvestment Notice to
the Agent on the  Business Day following the date of Workflow’s or its respective
Subsidiary’s  receipt of the proceeds from the respective Recovery Event, with such
Reinvestment Election being effective with respect to the Net Insurance Proceeds  from
such Recovery Event equal to the Anticipated Reinvestment Amount specified  in such
Reinvestment Notice. Thereafter, the Obligations shall be prepaid on the  Reinvestment
Reduction Date with respect to a Reinvestment Election with respect  to Recovery Events
applicable to Workflow or any of its Subsidiaries in an  amount equal to the Reinvestment
Reduction Amount, if any, with respect to such  Reinvestment Election.




	                    (d)
On the date of receipt by Workflow and/or any of its Subsidiaries of Cash  Proceeds from
any Extraordinary Liquidity Event, the Obligations shall be  prepaid on such date by an
amount equal to the Net Cash Proceeds from such  Extraordinary Liquidity Event. The Net
Cash Proceeds so received shall be  applied toward the Obligations in the manner set
forth in Section 4.05(a)(iii)  or 4.05(b) hereof, as applicable.




	                    (e)
On the date of receipt by Workflow and/or any of its Subsidiaries of cash  proceeds from
the incurrence of Indebtedness for borrowed money by Workflow  and/or any of its
Subsidiaries (other than Indebtedness permitted by Section  8.04(a) through (g), and
8.04(i)), the Obligations shall be prepaid on such date  by an amount equal to the cash
proceeds from such incurrence of Indebtedness  (net of underwriting discounts and
commissions and other reasonable costs  associated therewith). The cash proceeds so
received shall be applied toward the  Obligations in the manner set forth in Section
4.05(a)(iv) or 4.05(b) hereof, as  applicable.




	                    (f)
On the date of receipt by Workflow and/or any of its Subsidiaries of cash  proceeds from
the issuance of any equity securities, the Obligations shall be  prepaid on such date by
an amount equal to the cash proceeds from such issuance  of Equity Securities. The cash
proceeds so received shall be applied toward the  Obligations in the manner set forth in
Section 4.05(a)(iv) or 4.05(b) hereof, as  applicable.




	                    (g)
On the date of receipt by Workflow and/or any of its Subsidiaries of cash  proceeds from
the repayment of any Insider Notes (however such payments may be  characterized), the
Obligations shall be prepaid on such date by an amount equal  to the cash proceeds from
such Insider Note repayment. The cash proceeds so  received shall be applied toward the
Obligations in the manner set forth in  Section 4.05(a)(v) or 4.05(b) hereof, as
applicable.




 
	 	
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	                    (h)
On the tenth day after the end of each fiscal quarter of Workflow and its  Subsidiaries,
the Obligations shall be prepaid by an amount equal to the Excess  Liquidity as of the
last day of such fiscal quarter. The amount so prepaid shall  be applied toward the
Obligations in the manner set forth in Section 4.05(a)(vi)  or 4.05(b) hereof, as
applicable.




	                    (i)
On the date that Workflow or any of its Subsidiaries makes any Earn Out  Payment in cash,
the Obligations shall be prepaid by an amount equal to the  amount of the Earn Out
Payment actually made (whether in conjunction with an  Asset Sale or otherwise)
multiplied by 1.25. The amount so prepaid shall be  applied toward the Obligations in the
manner set forth in Section 4.05(a)(vii)  or 4.05(b) hereof, as applicable.




	          SECTION
      4      Payments.




	          4.1     Voluntary
      Prepayments. The Borrower shall have the right to voluntarily prepay
      the Loans made to it, in whole or in part, without premium or penalty, from
      time to time on the following terms and conditions:




	 	          (a)
      the Borrower shall give the Agent at the Notice Office written notice (or
      telephonic notice promptly confirmed in writing) of its intent to prepay
      the Loans, whether Revolving Loans, Term Loans, or Swingline Loans shall
      be prepaid, the amount of such prepayment and the Types of Loans to be prepaid
      and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant
      to which made, which notice shall be given by the respective Borrower prior
      to 12:00 Noon (Boston time) at least three Business Days (or, in the case
      of Base Rate Loans, at least one Business Day) prior to the date of such
      prepayment, which notice shall, except in the case of Swingline Loans, promptly
      be transmitted by the Agent to each of the Lenders;





	 	          (b)
      each prepayment shall be in an aggregate principal amount of at least $500,000
      (or $250,000 in the case of Swingline Loans), provided that no partial prepayment
      of Eurodollar Loans made pursuant to a Borrowing shall reduce the aggregate
      principal amount of the Eurodollar Loans outstanding pursuant to such Borrowing
      to an amount less than the Minimum Borrowing Amount applicable thereto;





	 	          (c)
      each prepayment in respect of any Revolving Loans made pursuant to a Borrowing
      shall be applied pro rata among all Revolving Loans;





	 	          (d)
      each prepayment in respect of the Term Loans shall (i) first be applied
      (x) through December 31, 2003, to the principal installments of the Term
      A Loans in order of maturity until the Term A Loans have been repaid in
      full, and (y) after December 31, 2003, to the principal installments of
      the Term A Loans in inverse order of maturity until the Term A Loans have
      been repaid in full, and (ii) second, to the principal of the Term B Loans
      until the Term B Loans have been repaid in full;





 
	 	
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	 	          (e)
      each partial prepayment of the Term A Loans shall be allocated among the
      Term A Lenders, in proportion, as nearly as practicable, to the respective
      outstanding amount of each Term A Lender’s Term A Loan Percentages,
      with adjustments to the extent practicable to equalize any prior prepayments
      not exactly in proportion;





	 	          (f)
      each partial prepayment of the Term B Loans shall be allocated among the
      Term B Lenders, in proportion, as nearly as practicable, to the respective
      outstanding amount of each Term B Lender’s Term B Loan Percentages,
      with adjustments to the extent practicable to equalize any prior prepayments
      not exactly in proportion; and





	 	          (g)
      any prepayment of principal of the Term Loans shall include all interest
      accrued to the date of prepayment and all amounts due under Section 1.12
      hereof, and shall not postpone the time for payment of, or reduce the amount
      of, any subsequently scheduled installment payment required hereunder.





	          4.2     Prepayments
      of Loans to reflect Revolving Commitments; Scheduled Payments of

      Term Loans; Etc.




	                    (a)     
      (i) If on any day the Aggregate Revolving Credit Exposure exceeds the lesser
      of the Total Revolving Commitment or the Borrowing Base, each as then in
      effect, the Borrower shall prepay on such day the principal of outstanding
      Swingline Loans and, after all Swingline Loans have been prepaid in full
      or if no Swingline Loans are outstanding, then the Borrower shall prepay
      on such day the principal of outstanding Revolving Loans in an amount equal
      to such excess. If, after giving effect to the prepayment of all outstanding
      Swingline Loans and Revolving Loans, Letter of Credit Outstandings exceeds
      the lesser of the Total Revolving Commitment or the Borrowing Base then
      in effect, Workflow shall pay to the Agent cash and/or Cash Equivalents
      in an amount equal to the amount of such excess (up to a maximum amount
      equal to the Letter of Credit Outstandings at such time), such cash and/or
      Cash Equivalents to be held as security for all Obligations of Workflow
      hereunder and under the other Credit Documents in a cash collateral account
      (and invested from time to time in Cash Equivalents selected by the Agent)
      to be established by the Agent.




	                            (ii)
      In the event that the Borrower is required pursuant to the other provisions
      of this Section 4.02 to deliver any cash and/or Cash Equivalents to the
      Agent to be held as security for the Obligations of the Borrower hereunder
      and under the other Credit Documents, the Agent shall, at the request of
      the Borrower and so long as no Default or Event of Default then exists,
      release to the Borrower from time to time any investment earnings on such
      cash and/or Cash Equivalents so long as the principal amount of the underlying
      Obligations remain fully collateralized at all times.




 
	 	
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	                    (b)
      With respect to each prepayment of Loans required by this Section 4.02,
      the Borrower may designate the Types of Loans which are to be repaid and,
      in the case of Eurodollar Loans, the specific Borrowing(s) pursuant to which
      such Loans were made, provided that (i) if any prepayment of Eurodollar
      Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar
      Loans made pursuant to such Borrowing to an amount less than the Minimum
      Borrowing Amount applicable thereto, such Borrowing shall be immediately
      converted into Base Rate Loans, and (ii) each prepayment of any Loans made
      pursuant to a Borrowing shall be applied pro rata among such Loans.




	                    (c)
Workflow promises to pay to the Agent for the account of the Term A Lenders  the
principal amount of the Term A Loans in an initial payment of $1,230,219.75  on June 30,
2003 and thereafter semi-annual installments of $5,000,000 each on  the last Business
Days of June and December in each year, commencing December  31, 2003, with an additional
final payment on the Final Maturity Date in the  amount equal to the unpaid balance of
the Term A Loans.




	                    (d)
Workflow promises to pay to the Agent for the account of the Term B Lenders  the
principal amount of the Term B Loans on December 31, 2003.




	                    (e)
Notwithstanding anything to the contrary contained in this Agreement, (i)  all then
outstanding Swingline Loans shall be repaid in full on the Swingline  Expiry Date, (ii)
all then outstanding Revolving Loans and Term A Loans shall be  repaid in full on the
Final Maturity Date and (iii) all then outstanding Loans  shall be repaid in full on the
date on which a Change of Control occurs.




	                    (f)
Upon any repayment or prepayment of the Term A Loans pursuant to this  Agreement, the
Term A Loan Commitments shall be reduced by an amount equal to  such repayment or
prepayment, provided that any such prepayments, repayments and  reductions shall be
allocated among the Term A Lenders, in proportion, as nearly  as practicable, to each
Term A Lender’s Term A Loan Percentages, with  adjustments to the extent practicable to
equalize any prior repayments,  prepayments or reductions not exactly in proportion.




	                    (g)
Upon any repayment or prepayment of the Term B Loans pursuant to this  Agreement, the
Term B Loan Commitments shall be reduced by an amount equal to  such repayment or
prepayment, provided that any such prepayments, repayments and  reductions shall be
allocated among the Term B Lenders, in proportion, as nearly  as practicable, to each
Term B Lender’s Term B Loan Percentages, with  adjustments to the extent practicable to
equalize any prior repayments,  prepayments or reductions not exactly in proportion.




	                    (h)
The Borrower hereby promises to make all payments required to be made by it  under this
Section 4.02 as and when required hereunder.




 
	 	
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	          4.3     Method
      and Place of Payment. Except as otherwise specifically provided
      herein, all payments under this Agreement or under any Note shall be made
      to the Agent for the ratable account of the Lenders entitled thereto, not
      later than 12:00 Noon (local time in the city in which the Payment Office
      for the respective payments is located) on the date when due and shall be
      made in Dollars in immediately available funds at the appropriate Payment
      Office of the Agent in respect of any obligation of the Borrowers under
      this Agreement. Any payments under this Agreement which are made later than
      12:00 Noon (local time in the city in which such payments are to be made)
      on any Business Day shall be deemed to have been made on the next succeeding
      Business Day. Whenever any payment to be made hereunder shall be stated
      to be due on a day which is not a Business Day, the due date thereof shall
      be extended to the next succeeding Business Day and, with respect to payments
      of principal, interest shall be payable during such extension at the applicable
      rate in effect immediately prior to such extension.




 
	 	
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	          4.4     Net
      Payments.




	                    (a)
All payments made by the Borrower hereunder or under any Note will be made  without
setoff, counterclaim or other defense. Except as provided in Section  4.04(b), all such
payments will be made free and clear of, and without deduction  or withholding for, any
present or future taxes, levies, imposts, duties, fees,  assessments or other charges of
whatever nature now or hereafter imposed by any  jurisdiction or by any political
subdivision or taxing authority thereof or  therein with respect to such payments (but
excluding, except as provided in the  second succeeding sentence, any tax imposed on or
measured by the net income or  net profits of a Lender pursuant to the laws of the
jurisdiction in which it is  organized or the jurisdiction in which the principal office
or applicable  lending office of such Lender is located or any subdivision thereof or
therein)  and all interest, penalties or similar liabilities with respect to such
non-excluded taxes, levies, imposts, duties, fees, assessments or other charges  (all
such non-excluded taxes, levies, imposts, duties, fees, assessments or  other charges
being referred to collectively as “Taxes”). If any Taxes are so  levied or
imposed, the Borrower agrees to pay the full amount of such Taxes, and  such additional
amounts as may be necessary so that every payment of all amounts  due under this
Agreement or under any Note, after withholding or deduction for  or on account of any
Taxes, will not be less than the amount provided for herein  or in such Note. If any
amounts are payable in respect of Taxes pursuant to the  preceding sentence, the Borrower
agrees to reimburse each Lender, upon the  written request of such Lender, for taxes
imposed on or measured by the net  income or net profits of such Lender pursuant to the
laws of the jurisdiction in  which such Lender is organized or in which the principal
office or applicable  lending office of such Lender is located or under the laws of any
political  subdivision or taxing authority of any such jurisdiction in which such Lender
is  organized or in which the principal office or applicable lending office of such
Lender is located and for any withholding of taxes as such Lender shall  determine are
payable by, or withheld from, such Lender, in each case in respect  of such amounts so
paid to or on behalf of such Lender pursuant to the preceding  sentence and in respect of
any amounts paid to or on behalf of such Lender  pursuant to this sentence. The Borrower
will furnish to the Agent within 30 days  after the date the payment of any Taxes is due
pursuant to applicable law  certified copies of tax receipts evidencing such payment by
the Borrower. The  Borrower agrees to indemnify and hold harmless each Lender, and
reimburse such  Lender upon its written request, for the amount of any Taxes so levied or
imposed and paid by such Lender.




 
	 	
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	                    (b)
Each Lender that is not a United States person (as such term is defined in  Section
7701(a)(30) of the Code) for United States federal income tax purposes  agrees to deliver
to Workflow and the Agent on or prior to the Effective Date,  or in the case of a Lender
that is an assignee or transferee of an interest  under this Agreement pursuant to
Section 12.04 (unless the respective Lender was  already a Lender hereunder immediately
prior to such assignment or transfer), on  the date of such assignment or transfer to
such Lender, (i) two accurate and  complete original signed copies of Internal Revenue
Service Form 4224 or 1001  (or successor forms) certifying to such Lender’s entitlement
(as of such date)  to a complete exemption from United States withholding tax with
respect to  payments to be made under this Agreement and under any Note, or (ii) if the
Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code
and cannot deliver either Internal Revenue Service Form 1001 or 4224 (or  successor
forms) pursuant to clause (i) above, (x) a certificate substantially  in the form of
Exhibit D (any such certificate, a “Section 4.04(b)(ii)  Certificate”) and (y)
two accurate and complete original signed copies of  Internal Revenue Service Form W-8
(or successor form) certifying to such  Lender’s entitlement to a complete exemption from
United States withholding tax  with respect to payments of interest to be made under this
Agreement and under  any Note. In addition, each Lender agrees that from time to time
after the  Effective Date, when a lapse in time or change in circumstances renders the
previous certification obsolete or inaccurate in any material respect, it will  deliver
to Workflow and the Agent two new accurate and complete original signed  copies of
Internal Revenue Service Form 4224 or 1001 (or successor forms), or  Form W-8 (or
successor form) and a Section 4.04(b)(ii) Certificate, as the case  may be, and such
other forms as may be required in order to confirm or establish  the entitlement of such
Lender to a continued exemption from or reduction in  United States withholding tax with
respect to payments under this Agreement and  any Note, or it shall immediately notify
Workflow and the Agent of its inability  to deliver any such Form or Certificate in which
case such Lender shall not be  required to deliver any such Form or Certificate pursuant
to this Section  4.04(b). Notwithstanding anything to the contrary contained in Section
4.04(x),  but subject to Section 12.04(b) and the immediately succeeding sentence, (x)
Workflow shall be entitled, to the extent it is required to do so by law, to  deduct or
withhold income or similar taxes imposed by the United States (or any  political
subdivision or taxing authority thereof or therein) from interest,  Fees or other amounts
payable hereunder for the account of any Lender which is  not a United States person (as
such term is defined in Section 7701(a)(30) of  the Code) for United States federal
income tax purposes to the extent that such  Lender has not provided to Workflow United
States Internal Revenue Service Forms  that establish a complete exemption from such
deduction or withholding and (y)  Workflow shall not be obligated pursuant to Section
4.04(a) hereof to gross-up  payments to be made to a Lender in respect of income or
similar taxes imposed by  the United States if (I) such Lender is not a United States
person (defined as  provided above) and has not provided to Workflow the Internal Revenue
Service  Forms provided for in the foregoing provisions of this Section 4.04(b) or (II)
in the case of a payment, other than interest, to a Lender described in clause  (ii)
above, to the extent that ouch Forms do not establish a complete exemption  from
withholding of such taxes. Notwithstanding anything to the contrary  contained in the
preceding sentence or elsewhere in this Section 4.04 and except  as set forth in Section
12.04(b), Workflow agrees to pay any additional amounts  and to indemnify each Lender in
the manner set forth in Section 4.04(a) (without  regard to the identity of the
jurisdiction requiring the deduction or  withholding) in respect of any Taxes deducted or
withheld by it as described in  the immediately 




 
	 	
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	preceding sentence as a result of any changes
after the  Effective Date in any applicable law, treaty, governmental rule, regulation,
guideline or order, or in the interpretation thereof, relating to the deducting  or
withholding of such Taxes.




	                    (c)
Notwithstanding anything to the contrary contained in this Section 4.04,  unless a Lender
gives notice to the Borrower that the Borrower is obligated to  pay any amount under this
Section 4.04 within one year after the later of (i)  the date such Lender incurs the
respective Taxes or (ii) the date such Lender  has actual knowledge of its incurrence of
the respective Taxes, then such Lender  shall only be entitled to be compensated for such
amount by the Borrower  pursuant to this Section 4.04 to the extent such Taxes are
incurred or suffered  on or after the date which occurs one year prior to the date that
such Lender  gives notice to the Borrower that the Borrower is obligated to pay the
respective amounts pursuant to this Section 4.04. This Section 4.04(c) shall  have no
applicability to any Section of this Agreement other than this Section  4.04.




	          4.5     Manner
      of Application of Mandatory Prepayments.




	                    (a)
Prior to the occurrence of any Event of Default, any prepayments received  pursuant to
Section 3.03 of this Agreement shall be applied to the Obligations  in the following
order and manner:




	 	           (i)
      Any prepayments received pursuant to Section 3.03(b) of this Agreement shall
      be applied as follows:





	 	(A) Any Net
Cash Proceeds received from any  Asset Sale of the Specified Subsidiaries  shall be
applied as follows:





	 	FIRST, An amount equal to (x) the assets so sold and
      included in the Borrowing Base immediately prior to such Asset Sale at their
      reported value in the most recent Borrowing Base Certificate, multiplied
      by (y) the then applicable Advance Rate for each of such assets, shall
      be applied, first, in reduction of the Swingline Loans then outstanding,
      second, in reduction of any Revolving Loan then outstanding, and third,
      to cash collateralize the Letters of Credit Outstandings. Any amounts so
      prepaid pursuant to this clause FIRST may, subject to the terms of this
      Agreement, be reborrowed.





	 	SECOND, To
the principal installments of the  Term A Loans in order of maturity until the  Term A
Loans have been repaid in full.





	 	THIRD, To
the principal of the Term B Loans  until the Term B Loans have been repaid in full.





	 	FOURTH, To
reduce the Aggregate Revolving  Credit Exposure and to permanently reduce  the Total
Revolving Commitments, with all  payments applied first, in reduction of the  Swingline
Loans then outstanding, second, in  reduction of any Revolving 





 
	 	
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	 	Loan then
outstanding,  and third, to cash  collateralize the Letters of Credit  Outstandings.





	 	FIFTH, To
all other Obligations, in such  order and manner as the Agent may reasonably determine.





	 	(B) Any Net
Cash Proceeds received from any  Asset Sale (other than of the Specified  Subsidiaries)
shall be applied as follows:





	 	FIRST, An amount equal to (x) the assets so sold and
      included in the Borrowing Base immediately prior to such Asset Sale at their
      reported value in the most recent Borrowing Base Certificate, multiplied
      by (y) the then applicable Advance Rate for each of such assets, shall
      be applied, first, in reduction of the Swingline Loans then outstanding,
      second, in reduction of any Revolving Loan then outstanding, and third,
      to cash collateralize the Letters of Credit Outstandings. Any amounts so
      prepaid pursuant to this clause FIRST may, subject to the terms of this
      Agreement, be reborrowed.





	 	SECOND, To
the principal installments of the  Term A Loans in inverse order of maturity  until the
Term A Loans have been repaid in  full.





	 	THIRD, To
the principal of the Term B Loans  until the Term B Loans have been repaid in full.





	 	FOURTH, To
reduce the Aggregate Revolving  Credit Exposure and to permanently reduce  the Total
Revolving Commitments, with all  payments applied first, in reduction of the  Swingline
Loans then outstanding, second, in  reduction of any Revolving Loan then  outstanding,
and third, to cash  collateralize the Letters of Credit  Outstandings.





	 	FIFTH, To
all other Obligations, in such  order and manner as the Agent may reasonably determine.





	 	       (ii)
      Any prepayments received pursuant to Section 3.03(c) of this Agreement shall
      be applied as follows:





	 	FIRST, An amount equal to (x) the assets subject to
      such Recovery Event and included in the Borrowing Base immediately prior
      to such Asset Sale at their reported value in the most recent Borrowing
      Base Certificate, multiplied by (y) the then applicable Advance Rate
      for each of such assets, shall be applied, first, in reduction of the Swingline
      Loans then outstanding, second, in reduction of any Revolving Loan then
      outstanding, and third, to cash collateralize the Letters of Credit Outstandings.
      Any amounts so prepaid pursuant to this clause FIRST may, subject to the
      terms of this Agreement, be reborrowed.





 
	 	
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	 	SECOND, To
the principal installments of the  Term A Loans in inverse order of maturity  until the
Term A Loans have been repaid in  full.





	 	THIRD, To
the principal of the Term B Loans  until the Term B Loans have been repaid in full.





	 	FOURTH, To
reduce the Aggregate Revolving  Credit Exposure and to permanently reduce  the Total
Revolving Commitments, with all  payments applied first, in reduction of the  Swingline
Loans then outstanding, second, in  reduction of any Revolving Loan then  outstanding,
and third, to cash collateral  the Letters of Credit Outstandings.





	 	FIFTH, To
all other Obligations, in such  order and manner as the Agent may reasonably determine.





	 	     (iii) Any prepayments
      received pursuant to Section 3.03(d) of this Agreement shall be applied
      as follows:





	 	FIRST, To
the principal installments of the  Term A Loans in inverse order of maturity  until the
Term A Loans have been repaid in  full.





	 	SECOND, To
the principal of the Term B Loans  until the Term B Loans have been repaid in full.





	 	THIRD, To
reduce the Aggregate Revolving  Credit Exposure and to permanently reduce  the Total
Revolving Commitments, with all  payments applied first, in reduction of the  Swingline
Loans then outstanding, second, in  reduction of any Revolving Loan then  outstanding,
and third, to cash  collateralize the Letters of Credit  Outstandings.





	 	FOURTH, To
all other Obligations, in such  order and manner as the Agent may reasonably determine.





	 	     (iv) Any prepayments
      received pursuant to Sections 3.03(e) and 3.03(f) of this Agreement shall
      be applied as follows:





	 	FIRST, To
the principal of the Term B Loans  until the Term B Loans have been repaid in full.





	 	SECOND, To
the principal installments of the  Term A Loans in inverse order of maturity  until the
Term A Loans have been repaid in  full.





	 	THIRD, To
reduce the Aggregate Revolving  Credit Exposure and to permanently reduce  the Total
Revolving Commitments, with all





 
	 	
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	 	payments
applied first, in reduction of the  Swingline Loans then outstanding, second, in
reduction of any Revolving Loan then  outstanding, and third, to cash  collateralize the
Letters of Credit  Outstandings.





	 	FOURTH, To
all other Obligations, in such  order and manner as the Agent may reasonably determine.





	 	     (v) Any prepayments received
      pursuant to Section 3.03(g) of this Agreement shall be applied as follows:





	 	FIRST, To
the principal installments of the  Term A Loans in order of maturity until the  Term A
Loans have been repaid in full.





	 	SECOND, To
the principal of the Term B Loans  until the Term B Loans have been repaid in full.





	 	THIRD, To
reduce the Aggregate Revolving  Credit Exposure and to permanently reduce  the Total
Revolving Commitments, with all  payments applied first, in reduction of the  Swingline
Loans then outstanding, second, in  reduction of any Revolving Loan then  outstanding,
and third, to cash  collateralize the Letters of Credit  Outstandings.





	 	FOURTH, To
all other Obligations, in such  order and manner as the Agent may reasonably determine.





	 	     (vi) Any prepayments
      received pursuant to Section 3.03(h) of this Agreement shall be applied
      as follows:





	 	FIRST, (a)
Through December 31, 2003, to the  principal installments of the Term A Loans  in order
of maturity until the Term A Loans  have been repaid in full, and (b) after  December 31,
2003, to the principal  installments of the Term A Loans in inverse  order of maturity
until the Term A Loans  have been repaid in full





	 	SECOND, To
the principal of the Term B Loans  until the Term B Loans have been repaid in full.





	 	THIRD, To
reduce the Aggregate Revolving  Credit Exposure and to permanently reduce  the Total
Revolving Commitments, with all  payments applied first, in reduction of the  Swingline
Loans then outstanding, second, in  reduction of any Revolving Loan then  outstanding,
and third, to cash  collateralize the Letters of Credit  Outstandings.





	 	FOURTH, To
all other Obligations, in such  order and manner as the Agent may reasonably determine.





 
	 	
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	 	        (vii)
      Any prepayments received pursuant to Section 3.03(i) of this Agreement shall
      be applied as follows:





	 	FIRST, To
the principal installments of the  Term A Loans in order of maturity until the  Term A
Loans have been repaid in full.





	 	SECOND, To
the principal of the Term B Loans  until the Term B Loans have been repaid in full.





	 	THIRD, To
reduce the Aggregate Revolving  Credit Exposure and to permanently reduce  the Total
Revolving Commitments, with all  payments applied first, in reduction of the  Swingline
Loans then outstanding, second, in  reduction of any Revolving Loan then  outstanding,
and third, to cash  collateralize the Letters of Credit  Outstandings.





	 	FOURTH, To
all other Obligations, in such  order and manner as the Agent may reasonably determine.





	                    (b)
After the occurrence of any Event of Default, any prepayments received  pursuant to
Section 3.03 of this Agreement or otherwise shall be applied to the  Obligations in such
order and manner as the Required Lenders shall reasonably  determine.




	                    (c)
Any prepayments made under this Agreement shall include all interest accrued  to the date
of prepayment and all amounts due under Section 1.12 hereof, and,  except for payments to
be applied in order of maturity, shall not postpone the  time for payment of, or reduce
the amount of, any subsequently scheduled  installment payment required hereunder.




	          SECTION
      5      Conditions Precedent. The obligation
      of each Lender to make each Loan and the obligation of the Letter of Credit
      Issuer to issue each Letter of Credit hereunder are subject, at the time
      of each such Credit Event (except as otherwise hereinafter indicated), to
      the satisfaction of the following conditions:




	          5.1     Execution
      of Agreement. On or prior to the Effective Date, this Agreement
      shall have been executed and delivered in accordance with Section 12.10.




	          5.2     Notes.
      On the Effective Date, there shall have been delivered to the Agent for
      the account of each Lender that has requested the same the appropriate Note
      or Notes executed by Workflow in the amount, maturity and as otherwise provided
      herein.




 
	 	
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	          5.3     No
      Default; Representations and Warranties. At the time of each Credit
      Event and also after giving effect thereto (i) there shall exist no Default
      or Event of Default and (ii) all representations and warranties contained
      herein and in the other Credit Documents shall be true and correct in all
      material respects with the same effect as though such representations and
      warranties had been made on and as of the date of such Credit Event, unless
      stated to relate to a specific earlier date, in which case such representations
      and warranties shall be true and correct in all material respects as of
      such earlier date.




	          5.4     Officer’s
      Certificate. On the Effective Date, the Agent shall have received
      a certificate dated such date signed by the president, any vice-president
      or any Authorized Financial Officer of Workflow stating that all of the
      applicable conditions set forth in Sections 5.03, 5.07, 5.08 and 5.09 exist
      as of such date.




	          5.5     Opinions
      of Counsel and other Experts. On the Effective Date, the Agent shall
      have received (i) from Kaufman & Canoles, special United States counsel
      to the Credit Parties, an opinion addressed to the Agent and the Collateral
      Agent and each of the Lenders and dated the Effective Date in the form of
      and as to the matters set forth in Exhibit E-1, and (ii) from McCarthy Tetrault,
      special Canadian counsel to the Credit Parties, and local agent counsel
      in British Columbia, Alberta, Saskatchewan, Manitoba, and Quebec, in each
      case an opinion addressed to the Agent, the Collateral Agent, and each of
      the Lenders and dated the Effective Date in the form of and as to the matters
      set forth in Exhibit E-2




 
	 	
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	          5.6     Corporate
      Proceedings.




	                    (a)
On the Effective Date, the Agent shall have received (i) from each U.S.  Credit Party a
certificate, dated the Effective Date, signed by the president or  any vice-president of
such Credit Party, and attested to by the secretary or any  assistant secretary of such
U.S. Credit Party, in the form of Exhibit F with  appropriate insertions, together with
certified copies of the certificate or  articles of incorporation and by-laws, or
equivalent organizational documents,  of such U.S. Credit Party, the resolutions of such
U.S. Credit Party referred to  in such certificate and each of the other documents
referred to in such  certificate and all of the foregoing shall be in form and substance
reasonably  satisfactory to the Agent, and (ii) from each Canadian Credit Party a
certificate, dated the Effective Date, signed by the president or any  vice-president of
such Canadian Credit Party, and attested to by the secretary  or any assistant secretary
of such Canadian Credit Party, in the form of Exhibit  F with appropriate insertions,
together with certified copies of the certificate  or articles of incorporation and
by-laws, or equivalent organizational  documents, of such Canadian Credit Party, the
resolutions of such Canadian  Credit Party referred to in such certificate and each of
the other documents  referred to in such certificate and all of the foregoing shall be in
form and  substance reasonably satisfactory to the Agent.




	                    (b)
On the Effective Date, all corporate, limited liability company and legal  proceedings
and all instruments and agreements in connection with the  transactions contemplated by
this Agreement and the other Credit Documents shall  be reasonably satisfactory in form
and substance to the Agent, and the Agent  shall have received all information and copies
of all certificates, documents  and papers, including good standing certificates,
bring-down certificates and  any other records of corporate proceedings and governmental
approvals, if any,  which the Agent reasonably may have requested in connection
therewith, such  documents and papers, where appropriate, to be certified by proper
corporate or  governmental authorities.




	                    (c)
On the Effective Date, the corporate, ownership and capital structure of  Workflow and
its Subsidiaries (including, without limitation, the terms of any  capital stock,
options, warrants or other securities issued by Workflow or any  of its Subsidiaries)
shall be in form and substance reasonably satisfactory to  the Agent and the Required
Lenders.




	          5.7     Borrowing
      Base Certificate. On the Effective Date, the Agent shall have received
      a Borrowing Base Certificate reasonably satisfactory in form and substance
      to the Agent and reflecting Liquidity of at least $3,500,000.




	          5.8     Adverse
      Change; Approvals.




	                    (a)
On the Effective Date, nothing shall have occurred (and neither the Required  Lenders nor
the Agent shall have become aware of any facts or conditions not  previously known) which
the Required Lenders or the Agent shall determine has  had, or could reasonably be
expected to have, a Material Adverse Effect.




 
	 	
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	                    (b)
On or prior to the Effective Date, all necessary governmental (domestic and  foreign) and
third party approvals and/or consents in connection with the  Transaction and the other
transactions contemplated by the Credit Documents and  otherwise referred to herein or
therein shall have been obtained and remain in  effect, and all applicable waiting
periods with respect thereto shall have  expired without any action being taken by any
competent authority which  restrains, prevents or imposes materially adverse conditions
upon, the  consummation of the Transaction or the other transactions contemplated by the
Credit Documents or otherwise referred to herein or therein. Additionally, there  shall
not exist any judgment, order, injunction or other restraint issued or  filed or a
hearing seeking injunctive relief or other restraint pending or  notified prohibiting or
imposing materially adverse conditions upon the  Transaction or the other transactions
contemplated by the Credit Documents.




	          5.9     Litigation.
      On the Effective Date, there shall be no actions, suits or proceedings pending
      or threatened (x) with respect to the Transaction, this Agreement or any
      other Credit Document or (y) which the Agent or the Required Lenders shall
      determine has, or could reasonably be expected to have, a Material Adverse
      Effect.




	          5.10     Guaranties.




	                    (a)
On the Effective Date, each U.S. Subsidiary Guarantor shall have duly  authorized,
executed and delivered an amended and restated Guaranty (in the form  of Exhibit G-1
hereto) (such Guaranty, as modified, amended or supplemented from  time to time in
accordance with the terms hereof and thereof, the “U.S.  Subsidiaries
Guaranty”), and the U.S. Subsidiaries Guaranty shall be in full  force and effect.




	                    (b)
On the Effective Date, DBF shall have duly authorized, executed and  delivered a
Guarantee (in the form of Exhibit G-3 hereto) (as modified, amended  or supplemented from
time to time in accordance with the terms hereof and  thereof, the “Canadian
Guaranty”), and the Canadian Guaranty shall be in full  force and effect.




	          5.11     Pledge Agreements; Security Agreements.




	                    (a)
On the Effective Date, each U.S. Credit Party shall have duly  authorized, executed and
delivered an amended and restated Pledge  Agreement (in the form of Exhibit H-1 hereto)
(as modified, amended or  supplemented from time to time in accordance with the terms
hereof and  thereof, the “U.S. Pledge Agreement”) and shall have delivered to
the  Collateral Agent, as pledgee thereunder, all of the Pledged Securities  referred to
therein and then owned by each such U.S. Credit Party,  endorsed in blank or accompanied
by executed and undated stock powers,  as appropriate, and the U.S. Pledge Agreement
shall be in full force  and effect.




 
	 	
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	                    (b)
On the Effective Date, (i) each U.S. Credit Party shall have duly  authorized, executed
and delivered an amended and restated Security  Agreement (in the form of Exhibit I-1
hereto) (as modified,  supplemented or amended from time to time in accordance with the
terms  hereof and thereof, the “U.S. Security Agreement”) covering all of such
U.S. Credit Party’s present and future Security Agreement Collateral,  and (ii) DBF shall
have duly authorized, executed and delivered an  Amended and Restated Security Agreement
in the form of Exhibit I-2  hereto and DBF shall have executed a Hypothec in the form of
Exhibit  I-3 hereto and a Debenture and an Amended and Restated Debenture Pledge
Agreement in the form of Exhibit I-4 hereto (each as modified,  supplemented or amended
from time to time in accordance with the terms  hereof and thereof, a “Canadian
Security Agreement” and, collectively,  the “Canadian Security
Agreements”) covering all of each Canadian  Credit Party’s present and future
Security Agreement Collateral, in  each case together with:




	 	         (i)
on the Effective Date, proper Financing Statements (Form UCC-1 or UCC-3  or the
appropriate equivalent, Canadian or otherwise, as applicable)  fully executed for filing
under the UCC or other appropriate filing  offices of each jurisdiction as may be
necessary or, in the reasonable  opinion of the Collateral Agent, desirable to perfect
the security  interests purported to be created by each Security Agreement;





	 	         (ii)
on the Effective Date, certified copies of Requests for Information  (Form UCC-11) or
equivalent reports, listing all effective financing  statements that name any Credit
Party or any of its Subsidiaries as  debtor and that are filed in the jurisdictions
referred to in clause  (i) above, together with copies of such other financing statements
that  name any Credit Party or any of its Subsidiaries as debtor (none of  which shall
cover the Collateral except to the extent evidencing  Permitted Liens or in respect of
which the Collateral Agent shall have  received termination statements (Form UCC-3 or the
equivalent) or such  other termination statements as shall be required by state or local
law  fully executed for filing); and





	 	         (iii)
      on the Effective Date, evidence that all other actions necessary or, in
      the reasonable opinion of the Collateral Agent, desirable to perfect and
      protect the security interests purported to be created by each Security
      Agreement have been taken;





	and each Security Agreement shall be in full
force and effect.




	          5.12     Mortgages; Title Insurance. On the Effective Date, the Collateral Agent shall have
received:




 
	 	
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	 	         (i)
fully executed  counterparts of Mortgages,  in form and substance  satisfactory to the
Collateral Agent, which Mortgages shall  cover the Mortgaged  Properties  owned by the
respective  U.S.  Credit Parties on the Effective Date and Mortgages in form and
substance  satisfactory to the Collateral Agent, which shall cover the Mortgaged
Properties owned by the respective  Canadian  Credit Parties on the Effective Date as
designated on Annex V, together with evidence that  counterparts  of such Mortgages or
Mortgages  have been  delivered  to the title  insurance  company  insuring  the Lien of
such  Mortgages  (or,  in  respect of  Mortgaged  Properties  located in Canada,  to the
applicable  land registry  office) for recording in all places to the extent  necessary
or, in the reasonable  opinion of the Collateral  Agent,  desirable,  to effectively
create a valid and enforceable  first priority  mortgage lien on each such Mortgaged
Property in favor of the Collateral  Agent (or such other trustee as may  be required or
desired under local law) for the benefit of the applicable Secured Creditors;





	 	         (ii)
endorsements to the mortgagee title insurance  policy on each such Mortgaged  Property
located in the United States issued by  a title  insurer  reasonably  satisfactory  to
the  Collateral  Agent  (such  policies  referred  to herein  as the  “Mortgage
Policies”)  satisfactory to the Collateral Agent assuring the Collateral Agent that
the Mortgages on such Mortgaged Properties  are valid and  enforceable  first  priority
mortgage  liens on the  respective  Mortgaged  Properties,  free and clear of all
defects and  encumbrances  except Permitted  Encumbrances and such Mortgage  Policies
shall otherwise be in form and substance  reasonably  satisfactory to the Collateral
Agent and shall include,  as appropriate,  an endorsement for future advances under  this
Agreement and the Notes and for any other matter that the Agent in its  discretion  may
reasonably  request,  shall not  include an  exception  for  mechanics’  liens,  and
shall  provide  for  affirmative  insurance  and such  reinsurance  as the  Collateral
Agent in its discretion may reasonably request; and





	          5.13     Solvency Certificate; Environmental Analyses; Insurance Certificates. On the
Effective Date, Workflow shall have delivered to the Agent:




	 	         (i)
a solvency certificate from the chief financial officer of Workflow in  the form of
Exhibit J;





	 	         (ii)
environmental and hazardous substance assessments and analyses in  scope, and in form and
substance, reasonably satisfactory to the Agent  and the Required Lenders; and





	 	         (iii)
certificates of insurance complying with the requirements of Section  7.03 for the
business and properties of Workflow and its Subsidiaries,  and naming the Collateral
Agent as an additional insured and as loss  payee, and stating that such insurance shall
not be canceled without at  least 30 days prior written notice by the respective insurer
to the  Collateral Agent (or such shorter period of time as a particular  insurance
company generally provides).





 
	 	
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	          5.14    Warrants. On or prior to the Effective Date, Workflow shall have executed and delivered
to the Agent for the account of the Lenders, the Warrant, reasonably satisfactory in
form and substance to the Agent and the Lenders.




	          5.15    Pro Forma Compliance Certificate. The Borrower shall have furnished the Agent with a
Compliance Certificate setting forth the calculations with respect to, and reflecting
pro forma compliance with, the provisions of Sections 8.05, 8.09, 8.10, 8.14 and 8.15 as
of the Effective Date.




	          5.16    Management. The Borrower shall have furnished evidence reasonably satisfactory to the
Agent and the Lenders that the management plan of the Special Committee and Compensation
Committee of Workflow’s Board of Directors previously disclosed to the Agent and the
Lenders shall have been implemented.




	          5.17    Plans; Shareholders’ Agreements; Management Agreements; Collective Bargaining
Agreements; Tax Sharing Agreements; Existing Indebtedness Agreements. On or prior to the
Effective Date, there shall have been delivered to the Agent true and correct copies of
the following documents (if any):




	 	        (i)
all Plans  subject to  Section  302 of ERISA or Section  412 of the Code (and for each
such Plan that is  required  to file an  annual report on Internal Revenue Service Form
5500-series,  a copy of the most recent such report  (including,  to the extent
required,  the related  financial and  actuarial  statements  and opinions and other
supporting  statements,  certifications,  schedules and information),  and for each Plan
that is a “single-employer  plan,” as defined in Section  4001(a)(15) of ERISA,
the most  recently  prepared  actuarial  valuation  therefor),  provided  that the
foregoing  shall  apply in the case of any  multiemployer  plan,  as defined in
4001(a)(3)  of ERISA,  only to the extent that any document  described  therein is in the
possession of Workflow or any Subsidiary of Workflow or any ERISA Affiliate or reasonably
available  thereto from the sponsor  or trustee of any such plan;





	 	         (ii)
all collective bargaining agreements applying or relating to any  employee of Workflow or
any of its Subsidiaries (collectively, the  “Collective Bargaining Agreements”);





	 	         (iii)
all agreements entered into by Workflow or any of its Subsidiaries  governing the terms
and relative rights of its capital stock and any  agreements entered into by shareholders
relating to any such entity  with respect to its capital stock (collectively, the
“Shareholders’  Agreements”);





	 	         (iv)
all material agreements with members of, or with respect to, the  management of Workflow
or any of its Subsidiaries to which Workflow or  any of its Subsidiaries are parties
(collectively, the “Management  Agreements”);





 
	 	
-40-	 


 

 









	 	         (v)
all tax sharing, tax allocation and other similar agreements entered  into by Workflow or
any of its Subsidiaries (collectively, the “Tax  Sharing Agreements”); and





	 	         (vi)
all agreements evidencing or relating to Indebtedness in excess of  $1,000,000 of
Workflow or any of its Subsidiaries which is to remain  outstanding after giving effect
to the Effective Date (collectively,  the “Existing Indebtedness Agreements”);





	all of which Plans, Collective Bargaining
Agreements, Shareholders’ Agreements,  Management Agreements, Tax Sharing Agreements and
Existing Indebtedness  Agreements shall be in form and substance reasonably satisfactory
to the Agent.




	          5.18     Payment of Fees. On the Effective Date, (a) all costs, fees and expenses, and all other
compensation contemplated by this Agreement, in each case due to the Agent or the
Lenders (including, without limitation, the amendment fee described in Section 3.01(e),
and legal fees and expenses) shall have been paid to the extent due, and (b) the waiver
fee due pursuant to Section 5 of the Limited Waiver and Amendment dated October 15, 2002
by and among the Agent, the Lenders, the Borrower, and the other Credit Parties listed
therein, shall have been paid.




	          5.19     Notice of Borrowing; Letter of Credit Request. The Agent shall have received a Notice of
Borrowing satisfying the requirements of Section 1.03(a) with respect to each incurrence
of Revolving Loans. Fleet shall have received the notice satisfying the requirements of
Section 1.03(b)(i) with respect to each incurrence of Swingline Loans. The Agent and the
Letter of Credit Issuer shall have received a Letter of Credit Request satisfying the
requirements of Section 2.02 with respect to each issuance of a Letter of Credit.




	          5.20     Appraisals. The Agent shall have an appraisal of the Credit Parties’ land, buildings,
furniture, equipment, warehouse equipment and other fixed assets, which appraisal shall
be satisfactory in all respects to the Agent.




	          SECTION
6      Representations, Warranties and Agreements. In order to induce the Lenders to enter
into this Agreement and to make the Loans and issue and/or participate in the Letters of
Credit, provided for herein, the Borrower makes the following representations,
warranties and agreements, in each case after giving effect to the Transaction, all of
which shall survive the execution and delivery of this Agreement, the making of the
Loans and the issuance of the Letters of Credit with the occurrence of the Effective
Date and each Credit Event on or after the Effective Date being deemed to constitute a
representation and warranty by the Borrower that the matters specified in this Section 6
are true and correct in all material respects on and as of the Effective Date and the
date of each such Credit Event (it being understood and agreed that any representation
or warranty which by its terms is made as of a specified date shall be required to be
true and correct only as of such specified date).




 
	 	
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	          6.1     Status. Each Credit Party and each of its Subsidiaries (i) is a duly organized and
validly existing corporation, partnership or limited liability company, as the case may
be, and is in good standing, in each case under the laws of the jurisdiction of its
organization, and has the corporate, partnership or limited liability company power and
authority, as the case may be, to own its property and assets and to transact the
business in which it is engaged and presently proposes to engage and (ii) is duly
qualified and is authorized to do business and is in good standing in all jurisdictions
where it is required to be so qualified and where the failure to be so qualified, either
individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect.




	          6.2     Power and Authority. Each Credit Party has the corporate, partnership or limited
liability company power and authority, as the case may be, to execute, deliver and carry
out `the terms and provisions of each of the Credit Documents to which it is a party and
has taken all necessary corporate, partnership or limited liability company action, as
the case may be, to authorize the execution, delivery and performance of each of the
Credit Documents to which it is a party. Each Credit Party has duly executed and
delivered each Document to which it is a party and each such Document constitutes the
legal, valid and binding obligation of such Credit Party enforceable in accordance with
its terms, except to the extent that the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally
affecting creditors’ rights and by equitable principles (regardless of whether
enforcement is sought in equity or at law).




	          6.3     No Violation. Neither the execution, delivery or performance by any Credit Party of the
Credit Documents to which it is a party nor compliance by it with the terms and
provisions thereof, nor the consummation of the transactions contemplated therein, (i)
will contravene any applicable provision of any law, statute, rule or regulation, or any
order, writ, injunction or decree of any court or governmental instrumentality, (ii)
will conflict or be inconsistent with or result in any breach of, any of the terms,
covenants, conditions or provisions of, or constitute a default under, or (other than
pursuant to the Security Documents) result in the creation or imposition of (or the
obligation to create or impose) any Lien upon any of the property or assets of such
Credit Party or any of its Subsidiaries pursuant to the terms of any material
indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other
material agreement, contract or instrument to which such Credit Party or any of its
Subsidiaries is a party or by which it or any of its property or assets are bound or to
which it may be subject or (iii) will violate any provision of the certificate or
articles of incorporation or by-laws (or equivalent organizational documents), as the
case may be, of such Credit Party or any of its Subsidiaries.




	          6.4     Litigation. There are no actions, suits or proceedings pending or, to the best knowledge
of the Borrower, threatened, with respect to Workflow or any of its Subsidiaries that
have, or that could reasonably be expected to have, a Material Adverse Effect.




 
	 	
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	          6.5     Use of Proceeds; Margin Regulations.




	                    (a)
The Loans evidence a restructuring of the obligations under the Existing  Credit
Agreement. Accordingly, no new proceeds shall be advanced under the Term  Loans, and the
initial outstanding principal balance of the Revolving Loans  reflects the balance of the
obligations under the Existing Credit Agreement not  converted into Term Loans. The
proceeds of any Revolving Loans made after the  Effective Date shall be utilized for the
general corporate and working capital  purposes of Workflow and its Subsidiaries.




	                    (b)
No part of any Credit Event (or the proceeds thereof) will be used to  purchase or carry
any Margin Stock or to extend credit for the purpose of  purchasing or carrying any
Margin Stock except to the extent expressly permitted  by Sections 8.06(c) and
8.07(a)(y). Neither the making of any Loan hereunder,  nor the use of the proceeds
thereof, nor the occurrence of any other Credit  Event, will violate or be inconsistent
with the provisions of Regulation T, U or  X of the Board of Governors of the Federal
Reserve System.




	          6.6     Approvals. No order, consent, approval, license, authorization or validation of, or
filing, recording or registration with (except (x) as have been obtained or made and
which remain in full force and effect, (y) if this representation is being made at any
time prior to the tenth day following the Effective Date, filings or recordations of
financing statements, Mortgages and other documents pursuant to the terms of the
Security Documents (all of which filings and recordations shall be completed within 10
days after the Effective Date or, in the case of additional actions required by Section
7.12, such date as is provided in said Section 7.12) and (z) for those filings or
recordings which may be required under the Federal Assignment of Claims Act to perfect a
security interest in governmental receivables), or exemption by, any governmental or
public body or authority, or any subdivision thereof or any other Person, is required to
authorize, or is required in connection with, (i) the execution, delivery and
performance of any Document or (ii) the legality, validity, binding effect or
enforceability of any such Document.




	          6.7     Investment Company Act. Neither Workflow nor any of its Subsidiaries is an
“investment company” or a company “controlled” by an “investment
company,” within the meaning of the Investment Company Act of 1940, as amended.




	          6.8     Public Utility Holding Company. Neither Workflow nor any of its Subsidiaries is a
“holding company,” or a “subsidiary company” of a “holding
company,” or an “affiliate” of a “holding company” or of a
“subsidiary company” of a “holding company,” within the meaning of
the Public Utility Holding Company Act of 1935, as amended.




 
	 	
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	          6.9     True and Complete Disclosure. All factual information (taken as a whole) heretofore or
contemporaneously furnished by or on behalf of any Credit Party in writing to the Agent
or any Lender (including, without limitation, all information contained in the Credit
Documents) for purposes of or in connection with this Agreement or any transaction
contemplated herein is, and all other such factual information (taken as a whole)
hereafter furnished by or on behalf of any officer of Workflow in writing to the Agent
or any Lender will be, true and accurate in all material respects on the date as of
which such information is dated or certified and not incomplete by omitting to state any
material fact necessary to make such information (taken as a whole) not misleading at
such time in light of the circumstances under which such information was provided.
There is no place of business of Workflow or any of its Domestic Subsidiaries not listed
on Annex B or C of the U.S. Subsidiaries Security Agreement. The projections and pro
forma financial information contained in such materials are reasonable and attainable
and are based on good faith estimates and assumptions believed by such Persons to be
reasonable at the time made, it being recognized by the Lenders that such projections as
to future events are not to be viewed as facts and that actual results during the period
or periods covered by any such projections may differ from the projected results.




	          6.10     Financial Condition; Financial Statements.




	                    (a)
On and as of the Effective Date, on a pro forma basis after giving effect to  the
execution, delivery and performance of this Agreement and the other Credit  Documents and
the consummation of the Transaction and to all Indebtedness  incurred, and to be
incurred, and Liens created, and to be created, by each  Credit Party in connection
therewith, and with respect to the Borrower on a  stand-alone basis and the Borrower and
its Subsidiaries taken as a whole, (x)  the sum of their assets, at a fair valuation,
will exceed their debts, (y) they  have not incurred nor intend to, nor believe that they
will, incur debts beyond  their ability to pay such debts as such debts mature and (z)
they will have  sufficient capital with which to conduct their business. For purposes of
this  Section 6.10, “debt” means any liability on a claim, and
“claim” means (i) right  to payment whether or not such a right is reduced to
judgment, liquidated,  unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed,  legal, equitable, secured or unsecured; or (ii) right to an equitable remedy
for  breach of performance if such breach gives rise to a payment, whether or not  such
right to an equitable remedy is reduced to judgment, fixed, contingent,  matured,
unmatured, disputed, undisputed, secured or unsecured.




	                    (b)
The consolidated and consolidating balance sheets of Workflow and its  Subsidiaries for
the fiscal year and nine month period ended on April 30, 2002  and October 31, 2002,
respectively, and the related consolidated and  consolidating statements of income, cash
flows and shareholders’ equity of  Workflow and its Subsidiaries for the fiscal year or
nine month period, as the  case may be, ended on such dates, copies of which have been
furnished to the  Lenders prior to the Effective Date, present fairly in all material
respects the  consolidated and consolidating financial position of Workflow and its
Subsidiaries at the dates of such balance sheets and the consolidated and  consolidating
results of the operations of Workflow and its Subsidiaries for the  periods covered
thereby. All of the foregoing historical financial statements  have been prepared in
accordance with generally accepted accounting principles  consistently applied.




 
	 	
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	                    (c)
Nothing shall have occurred since October 31, 2002 that has had, or could  reasonably be
expected to have, either individually or in the aggregate, a  Material Adverse Effect.




	                    (d)
Except as fully reflected in the financial statements described in Section  6.10(b) or in
the footnotes thereto and the Indebtedness incurred under this  Agreement, there were as
of the Effective Date (and after giving effect to any  Loans made on such date), no
liabilities or obligations with respect to Workflow  or any of its Subsidiaries of any
nature whatsoever (whether absolute, accrued,  contingent or otherwise and whether or not
due) which, either individually or in  aggregate, could reasonably be expected to be
material to Workflow and its  Subsidiaries taken as a whole. As of the Effective Date,
the Borrower does not  know of any basis for the assertion against it or any of its
Subsidiaries of any  liability or obligation of any nature whatsoever that is not
disclosed in the  financial statements delivered pursuant to Section 6.10(b) which,
either  individually or in the aggregate, could reasonably be expected to be material to
Workflow and its Subsidiaries taken as a whole.




	          6.11     Security Interests. Each of the Security Agreements and Mortgages are effective to
create, upon the filing of Form UCC-1 Financing Statements (or the appropriate
equivalent, Canadian or otherwise) and the Mortgages (which filings, if this
representation and warranty is being made more than 10 days after the Effective Date,
have been made) and each of the Pledge Agreements are effective to create, in each case
as security for the obligations purported to be secured thereby, a valid and enforceable
perfected security interest in and Lien on all of the Collateral subject thereto (other
than fixtures which are not located on a Mortgaged Property), superior to and prior to
the rights of all third Persons and subject to no other Liens (except that the Security
Agreement Collateral may be subject to the security interests evidenced by Permitted
Liens relating thereto and each Mortgaged Property may be subject to the Permitted
Encumbrances relating thereto) in favor of the Collateral Agent (or such other trustee
as may be required or desired under local law), and the Collateral Agent, for the
benefit of the Secured Creditors, has a fully perfected lien on, and security interest
in, all Collateral. No filings or recordings are required in order to perfect (or
maintain the perfection or priority of) the security interests created under the Pledge
Agreements.




 
	 	
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	          6.12     Tax Returns and Payments. Each of Workflow and each of its Subsidiaries has filed all
United States federal income tax returns and all other material tax returns, domestic
and foreign, required to be filed by it (giving effect to any filing extension duly
obtained in connection therewith) and has paid all material taxes and assessments
payable by it which have become due, except for those contested in good faith and
adequately disclosed and fully provided for on the financial statements of Workflow and
its Subsidiaries in accordance with GAAP. Workflow and each of its Subsidiaries have at
all times paid, or have provided adequate reserves (in the good faith judgment of the
management of Workflow) for the payment of, all United States federal, state and foreign
income taxes applicable for all prior fiscal years and for the current fiscal year to
date. There is no material action, suit, proceeding, investigation, audit or claim now
pending or, to the knowledge of the Borrower, threatened by any authority regarding any
taxes relating to Workflow or any of its Subsidiaries. As of the Effective Date, neither
Workflow nor any of its Subsidiaries has entered into an agreement or waiver or been
requested to enter into an agreement or waiver extending any statute of limitations
relating to the payment or collection of taxes of Workflow or any of its Subsidiaries,
or is aware of any circumstances that would cause the taxable years or other taxable
periods of Workflow or any of its Subsidiaries not to be subject to the normally
applicable statute of limitations. Neither Workflow nor any of its Subsidiaries will
incur any taxes in connection with the Transaction, except for the United States and
Canadian income taxes which will accrue from the collateralization of the Loans with the
assets and stock of DBF.




	          6.13     Compliance with ERISA.




 
	 	
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	                    (a)
Each Plan (and each related trust, insurance contract or fund) is in  substantial
compliance with its terms and with all applicable laws, including,  without limitation,
ERISA and the Code; except for the Plans set forth on Annex  X, each Plan (and each
related trust, if any) which is intended to be qualified  under Section 401(a) of the
Code has received a determination letter from the  Internal Revenue Service to the effect
that it meets the requirements of  Sections 401(a) and 501(a) of the Code; no Reportable
Event has occurred; no  Plan which is a multiemployer plan (as defined in Section
4001(a)(3) of ERISA)  is insolvent or in reorganization; no Plan has an Unfunded Current
Liability; no  Plan which is subject to Section 412 of the Code or Section 302 of ERISA
has an  accumulated funding deficiency, within the meaning of such sections of the Code
or ERISA, or has applied for or received a waiver of an accumulated funding  deficiency
or an extension of any amortization period, within the meaning of  Section 412 of the
Code or Section 303 or 304 of ERISA; all contributions  required to be made with respect
to a Plan have been timely made; neither  Workflow nor any Subsidiary of Workflow nor any
ERISA Affiliate has incurred any  material liability (including any indirect, contingent
or secondary liability)  to or on account of a Plan pursuant to Section 409, 502(1),
502(1), 515, 4062,  4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29),
4971 or  4975 of the Code or expects to incur any such material liability under any of
the foregoing sections with respect to any Plan; no condition exists which  presents a
material risk to Workflow or any Subsidiary of Workflow or any ERISA  Affiliate of
incurring a material liability to or on account of a Plan pursuant  to the foregoing
provisions of ERISA and the Code; no proceedings have been  instituted to terminate or
appoint a trustee to administer any Plan which is  subject to Title IV of ERISA; no
material action, suit, proceeding, hearing,  audit or investigation with respect to the
administration, operation or the  investment of assets of any Plan (other than routine
claims for benefits) is  pending, expected or threatened; using actuarial assumptions and
computation  methods consistent with Part 1 of subtitle E of Title IV of ERISA, the
aggregate  liabilities of Workflow and its Subsidiaries and its ERISA Affiliates to all
Plans which are multiemployer plans (as defined in Section 4001(a)(3) of ERISA)  in the
event of a complete withdrawal therefrom, as of the close of the most  recent fiscal year
of each such Plan ended prior to the date of the most recent  Credit Event, would not
exceed $1,000,000; each group health plan (as defined in  Section 607(1) of ERISA or
Section 4980B(g)(2) of the Code) which covers or has  covered employees or former
employees of Workflow, any Subsidiary of Workflow or  any ERISA Affiliate has at all
times been operated in material compliance with  the provisions of Part 6 of subtitle B
of Title I of ERISA and Section 4980B of  the Code; no lien imposed under the Code or
ERISA on the assets of Workflow or  any Subsidiary of Workflow or any ERISA Affiliate
exists or is likely to arise  on account of any Plan; and Workflow and its Subsidiaries
may cease  contributions to or terminate any employee benefit plan maintained by any of
them without incurring any material liability.




 
	 	
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	                    (b)
Each Foreign Pension Plan has been maintained in material compliance with  its terms and
with the requirements of any and all applicable laws, statutes,  rules, regulations and
orders and has been maintained, where required, in good  standing with applicable
regulatory authorities. All contributions required to  be made with respect to a Foreign
Pension Plan have been timely made. Neither  Workflow nor any of its Subsidiaries has
incurred any material obligation in  connection with the termination of or withdrawal
from any Foreign Pension Plan.  The present value of the accrued benefit liabilities
(whether or not vested)  under each Foreign Pension Plan, determined as of the end of
Workflow’s most  recently ended fiscal year on the basis of actuarial assumptions, each
of which  is reasonable, did not exceed the current value of the assets of such Foreign
Pension Plan allocable to such benefit liabilities.




	          6.14     Ownership; Subsidiaries. On the Effective Date, the corporations listed on Annex IV are
all of the Subsidiaries of Workflow. Annex IV correctly sets forth, as of the Effective
Date, the percentage ownership (direct and indirect) of Workflow in each class of
capital stock of each of its respective Subsidiaries and also identifies the direct
owner thereof and the jurisdiction of organization of such Subsidiaries.




	          6.15     Capitalization. On the Effective Date and after giving effect to the Transaction and the
other transactions contemplated hereby, the authorized capital stock of Workflow shall
consist of (i) 150,000,000 shares of common stock, $.001 par value per share, and (ii)
1,000,000 shares of preferred stock, $.001 par value per share, of which no shares of
such preferred stock shall be issued and outstanding. All outstanding shares of capital
stock of Workflow have been duly and validly issued and are fully paid and
non-assessable. Workflow does not have outstanding any securities convertible into or
exchangeable for its capital stock or outstanding any rights to subscribe for or to
purchase, or any options for the purchase of, or any agreement providing for the
issuance (contingent or otherwise) of, or any calls, commitments or claims of any
character relating to, its capital stock, except for options and warrants to purchase
shares of Workflow’s common stock in favor of the Lenders or which may otherwise be
issued from time to time in compliance with the Credit Documents.




	          6.16     Intellectual Property. Each of Workflow and each of its Subsidiaries owns or holds a
valid license to use all the patents, trademarks, permits, service marks, trade names,
technology, know-how, copyrights, licenses, franchises, proprietary information
(including, but not limited to, rights in computer programs and databases) and formulas
or rights with respect to the foregoing, that are used in the operation of the business
of Workflow and each of its Subsidiaries as presently conducted and as proposed to be
conducted and are necessary to such business, except where the failure to own or hold a
valid license with respect to any of the foregoing intellectual property could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.




 
	 	
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	          6.17     Compliance with Statutes, etc. Each of Workflow and each of its Subsidiaries is in
compliance with all applicable statutes, regulations and orders of, and all applicable
restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the
conduct of its business and the ownership of its property (including applicable
statutes, regulations, orders and restrictions relating to environmental standards and
controls), except such noncompliances as could not, individually or in aggregate,
reasonably be expected to have a Material Adverse Effect.





	          6.18     Environmental Matters.





	          (a)
Each of Workflow and each of its Subsidiaries has complied with all  applicable
Environmental Laws and the requirements of any permits issued under  such Environmental
Laws. There are no pending or, to the best knowledge of any  Borrower, past or threatened
Environmental Claims against Workflow or any of its  Subsidiaries or any Real Property at
any time owned, leased or operated by  Workflow or any of its Subsidiaries. There are no
facts, circumstances,  conditions or occurrences concerning any business or operations of
Workflow or  any of its Subsidiaries or any Real Property at any time owned, leased or
operated by Workflow or any of its Subsidiaries or, to the best knowledge of the
Borrower, any property adjoining or in the vicinity of any such Real Property  that could
reasonably be expected (i) to form the basis of an Environmental  Claim against Workflow
or any of its Subsidiaries or any currently owned Real  Property of Workflow or any of
its Subsidiaries or (ii) to cause any such  currently owned Real Property to be subject
to any material restrictions on the  ownership, occupancy, use or transferability of such
Real Property by Workflow  or any of its Subsidiaries under any applicable Environmental
Law.





	          (b)
To the knowledge of Workflow and its Subsidiaries, Hazardous Materials have  not at any
time been generated, used, treated or stored on, or transported to or  from, or Released
on or from, any Real Property at any time owned, leased or  operated by Workflow or any
of its Subsidiaries where such generation, use,  treatment, storage, transportation or
Release has violated or could reasonably  be expected to violate any Environmental Law.
There are not now any underground  storage tanks located on any Real Property owned,
leased or operated by Workflow  or any of its Subsidiaries.





	          (c)
Notwithstanding anything to the contrary in this Section 6.18, the  representations made
in this Section 6.18 shall only be untrue if the effect of  any or all failures,
noncompliances, Environmental Claims, Hazardous Materials,  Releases and presence of
underground storage tanks, in each case of the types  described above, either
individually or in the aggregate, could reasonably be  expected to have a Material
Adverse Effect.





	          6.19     Real Properties. All Real Property owned or leased by Workflow or any of its
Subsidiaries as of the Effective Date, and the nature of the interest therein, is
correctly set forth in Annex V. Workflow and each of its Subsidiaries have good and
marketable title to, or a validly subsisting leasehold interest in, all material
properties owned or leased by it, including all Real Property reflected in Annex V and
in the financial statements referred to in Section 6.10(b), free and clear of all Liens,
other than Permitted Liens.




 
	 	
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	          6.20     Labor Relations. Neither Workflow nor any of its Subsidiaries is engaged in any unfair
labor practice that could reasonably be expected to have a Material Adverse Effect.
There is (i) no unfair labor practice complaint pending against Workflow or any of its
Subsidiaries or, to the best knowledge of the Borrower, threatened against any of them,
before the National Labor Relations Board, and no grievance or arbitration proceeding
arising out of or under any collective bargaining agreement is so pending against
Workflow or any of its Subsidiaries or, to the best knowledge of the Borrower,
threatened against any of them, (ii) no strike, labor dispute, slowdown or stoppage
pending against Workflow or any of its Subsidiaries or, to the best knowledge of the
Borrower, threatened against Workflow or any of its Subsidiaries and (iii) no union
representation question exists with respect to the employees of Workflow or any of its
Subsidiaries and, no union organizing activities are taking place, except (with respect
to any matter specified in clause (i), (ii) or (iii) above, either individually or in
the aggregate) such as could not reasonably be expected to have a Material Adverse
Effect.




	          6.21     Indebtedness. Annex VI sets forth a true and complete list of all Indebtedness of
Workflow and its Subsidiaries as of the Effective Date and which is to remain
outstanding after giving effect to the Transaction (excluding the Obligations, the
“Existing Debt”), in each case showing the aggregate principal amount thereof
and the name of the respective borrower and any other entity which directly or
indirectly guaranteed such debt.




	          6.22     Intentionally Omitted.




	          6.23     Insurance. Annex VII sets forth a true and complete listing of all insurance maintained
by Workflow and its Subsidiaries as of the Effective Date, and with the amounts insured
(and any deductibles) set forth therein.




	          SECTION
7      Affirmative Covenants. The Borrower hereby covenants and agrees that as of the
Effective Date and thereafter for so long as this Agreement is in effect and until the
Revolving Commitments have terminated, no Letters of Credit or Notes are outstanding and
the Loans and Unpaid Drawings, together with interest, Fees and all other Obligations
incurred hereunder, are paid in full:




	          7.1     Information
      Covenants. Workflow will furnish to each Lender:




 
	 	
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	                    (a)
      Annual Financial Statements. Within 90 days after the close of each
      fiscal year of Workflow (commencing with its fiscal year ending April 30,
      2003), (i) the consolidated balance sheets of each of Workflow and its Subsidiaries
      (both with and without DBF and its Subsidiaries) and DBF and its Subsidiaries,
      in each case as at the end of such fiscal year and the related consolidated
      statements of income and stockholders’ equity and of cash flows for
      such fiscal year and setting forth comparative figures for the preceding
      fiscal year and comparable budgeted figures for such fiscal year and certified
      by the chief financial officer or another Authorized Financial Officer of
      Workflow or DBF, as appropriate, that such statements fairly present the
      consolidated financial condition of Workflow and its Subsidiaries (both
      with and without DBF and its Subsidiaries) and DBF and its Subsidiaries,
      as the case may be, as of the dates indicated and the results of their operations
      and changes in their cash flows for the periods indicated and examined by
      independent certified public accountants of recognized national standing
      as shall be acceptable to the Agent, whose opinion shall not be qualified
      as to the scope of audit or as to the status of Workflow and its Subsidiaries
      or DBF and its Subsidiaries, each as a going concern, together with a certificate
      of such accounting firm stating that in the course of its regular audit
      of the business of each such Person and its Subsidiaries, which audit was
      conducted in accordance with generally accepted auditing standards, no Default
      or Event of Default which has occurred and is continuing has come to their
      attention or, if such a Default or Event of Default has come to their attention
      a statement as to the nature thereof and (ii) management’s discussion
      and analysis of the material operational and financial developments during
      such fiscal year.




	                    (b)
      Quarterly Financial Statements. Within 45 days after the close of
      each of the first three quarterly accounting periods in each fiscal year
      of Workflow, (i) the consolidated balance sheets of each of Workflow and
      its Subsidiaries (both with and without DBF and its Subsidiaries) and DBF
      and its Subsidiaries, in each case as at the end of such quarterly accounting
      period and the related consolidated statements of income and stockholders’
      equity and of cash flows for such quarterly accounting period, and for the
      elapsed portion of the fiscal year ended with the last day of such quarterly
      accounting period, in each case setting forth comparative figures for the
      related periods in the prior fiscal year and comparable budgeted figures
      for such quarterly accounting period, all of which shall be in reasonable
      detail and certified by the chief financial officer or another Authorized
      Financial Officer of Workflow or DBF, as appropriate, that they fairly present
      the consolidated financial condition of Workflow and its Subsidiaries (both
      with and without DBF and its Subsidiaries) and DBF and its Subsidiaries
      as of the dates indicated and the results of their operations and changes
      in their cash flows for the periods indicated, subject to normal year-end
      audit adjustments, and (ii) management’s discussion and analysis of
      the material operational and financial developments during such quarterly
      accounting period.




 
	 	
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	          (c)    Monthly Reports. Within 30 days after the end of each fiscal month of Workflow
(commencing with its fiscal month ending closest to December 31, 2002), (i) the
consolidated balance sheet of Workflow and its Subsidiaries at the end of such fiscal
month and the related consolidated statements of income and of cash flows for such
fiscal month and for the elapsed portion of the fiscal year ended with the last day of
such fiscal month, in each case setting forth comparative figures for the corresponding
fiscal month in the prior fiscal year and comparable budgeted figures for such fiscal
month, and (ii) the monthly internal “management report“furnished to the
Borrower’s executive management team, summarizing year to date performance by Subsidiary
and by division compared to budget.




	          (d)    Budgets, etc. Not more than 45 days after the commencement of each fiscal year of
Workflow, budgets in form reasonably satisfactory to the Agent (including, in any event,
budgeted statements of income and sources and uses of cash and balance sheets and
projected levels for the financial performance covenants set forth in Sections 8.05,
8.09, 8.10, 8.14, and 8.15 hereof) for (x) such fiscal year and for each of the monthly
and quarterly accounting periods in such fiscal year, in each case prepared in detail
and (y) each of the three years immediately following such fiscal year prepared in
summary form, of Workflow and its Subsidiaries, in each case as customarily prepared by
management for its internal use setting forth, with appropriate discussion, the
principal assumptions upon which such budgets are based.




	          (e)    Compliance
      Certificates. At the time of the delivery of the financial statements
      provided for in Sections 7.01(a) and (b) and (c), a certificate of the chief
      financial officer or another Authorized Financial Officer of Workflow, in
      the form attached hereto as Exhibit N (a “Compliance Certificate”)
      to the effect that no Default or Event of Default exists or, if any Default
      or Event of Default does exist, specifying the nature and extent thereof,
      which Compliance Certificate shall set forth (in reasonable detail) the
      calculations required to establish whether Workflow and its Subsidiaries
      were in compliance with the provisions of Sections 8.05, 8.09, 8.10, 8.14
      and 8.15, as at the end of such fiscal quarter, fiscal year or calendar
      month, as the case may be.




	          (f)    Notice of Default or Litigation. Promptly, and in any event within five Business Days
after any officer of Workflow or any of its Subsidiaries obtains knowledge thereof,
notice of (x) the occurrence of any event which constitutes a Default or an Event of
Default, which notice shall specify the nature thereof, the period of existence thereof
and what action the Borrower proposes to take with respect thereto and (y) the
commencement of, or threat of, or any significant development in, any litigation or
governmental proceeding pending against Workflow or any of its Subsidiaries which could
reasonably be expected to have a Material Adverse Effect.




	          (g)    Auditors’ Reports. Promptly upon receipt thereof, a copy of each report or
“management letter” submitted to Workflow or any of its Subsidiaries by its
independent accountants in connection with any annual, interim or special audit made by
them of the books of Workflow or any of its Subsidiaries.




 
	 	
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	          (h)    Environmental Matters. Promptly after any officer of Workflow or any of its Subsidiaries
obtains knowledge of any of the following environmental matters, unless such
environmental matters could not, individually or when aggregated with all other such
environmental matters, be reasonably expected to have a Material Adverse Effect:




	 	         (i)
any pending or threatened Environmental Claim  against Workflow or any of its
Subsidiaries or any Real  Property owned, operated or leased by Workflow or any of its
Subsidiaries;





	 	         (ii)
any condition or occurrence that (x) results in  noncompliance by Workflow or any of its
Subsidiaries with any  applicable Environmental Law, or (y) could reasonably be
anticipated to form the basis of an Environmental Claim  against Workflow or any of its
Subsidiaries or any Real  Property owned, operated or leased by Workflow or any of its
Subsidiaries;





	 	         (iii)
any condition or occurrence on any Real  Property owned, operated or leased by Workflow
or any of its  Subsidiaries that could reasonably be anticipated to cause  such Real
Property to be subject to any restrictions on the  ownership, occupancy, use or
transferability by Workflow or  its Subsidiary, as the case may be, of its interest in
such  Real Property under any Environmental Law; and





	 	         (iv)
the taking of any material removal or remedial  action in response to the actual or
alleged presence of any  Hazardous Material on any Real Property owned, operated or
leased by Workflow or any of its Subsidiaries.





	All, such notices shall describe in reasonable
detail the nature of the  claim, investigation, condition, occurrence or removal or
remedial  action and Workflow’s or such Subsidiary’s response thereto. In  addition, the
Borrower agrees to provide the Lenders with copies of all  material communications with
any government or governmental agency  relating to Environmental Laws, all material
communications with any  person relating to Environmental Claims, and such detailed
reports of  any Environmental Claim as may reasonably be requested by the Agent or  the
Required Lenders.




	          (i)    Rolling Cash Flows. Not later than Thursday of each calendar week, a rolling 13-week
cash flow forecast, projecting the estimated cash receipts and disbursements of the
Borrower and its Subsidiaries, with a comparison of actual to projected cash flows for
the previous week and an explanation of any material variances between actual and
projected items and otherwise in form and substance reasonably satisfactory to the
Agent and the Lenders.




	          (j)    Borrowing Base Certificates. Within five (5) days after the end of each calendar month,
a certificate in the form of Exhibit B (a “Borrowing Base Certificate”)
showing the Borrowing Base as of the close of business on the last day of the
immediately preceding month, each such Certificate to be certified as complete and
correct by an Authorized Financial Officer.




 
	 	
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	          (k)    Other Information. Promptly upon transmission thereof, copies of any filings and
registrations with, and reports to, the SEC by Workflow or any of its Subsidiaries and
copies of all financial statements, proxy statements, notices and reports as Workflow or
any of its Subsidiaries shall send to the holders of their publicly held capital stock
(in each case to the extent not theretofore delivered to the Lenders pursuant to this
Agreement) and, with reasonable promptness, such other information or documents
(financial or otherwise) as the Agent or any Lenders may reasonably request from time to
time.




	          7.2     Books, Records and Inspections; Annual Meetings.




	                    (a)
The Borrower will, and will cause each of its Subsidiaries to, permit, upon  reasonable
prior notice to any officer of the Borrower, officers and designated  representatives of
the Agent or any Lender to visit and inspect any of the  properties or assets of such
Borrower or any of its Subsidiaries in whomsoever’s  possession, and to examine the books
of account of the Borrower or any of its  Subsidiaries and discuss the affairs, finances
and accounts of the Borrower of  any of its Subsidiaries with, and be advised as to the
same by, their officers  and independent accountants, all at such reasonable times and
intervals and to  such reasonable extent as the Agent or such Lender may desire.




	                    (b)
Without limiting the provisions of Section 7.02(a), the Borrower will, and will cause
each of its Subsidiaries to, from time to time upon the request of the Agent, permit the
Agent or professionals (including investment bankers, consultants, accountants,
auditors, and appraisers) retained by the Agent to conduct appraisals, commercial
finance examinations and other evaluations, including without limitation, of the assets
included in the Borrowing Base and related financial information, such as sales, gross
margins, payables, accruals and reserves, and will pay the reasonable fees and expenses
of the Agent and such professionals with respect to such evaluations, provided that
prior to the occurrence of an Event of Default, the Agent shall not undertake a
commercial financial examination more often than quarterly.




	                    (c)
At a date to be mutually agreed upon between the Agent and Workflow  occurring on or
prior to the 120th day after the close of each fiscal year of  Workflow, Workflow shall,
at the request of the Agent, hold a meeting with all  of the Lenders at which meeting
shall be reviewed the financial results of  Workflow and its Subsidiaries for the
previous fiscal year and the budgets  presented for the current fiscal year of Workflow
(it being understood that  Workflow shall not be responsible for paying the travel and
lodging expenses of  the Lenders in connection with their attending any such meeting).




 
	 	
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	                    (d)
At a date to be mutually agreed upon between the Agent and Workflow  occurring on or
prior to the 60th day after the close of each fiscal quarter of  Workflow, Workflow
shall, at the request of the Agent, hold a meeting with all  of the Lenders at which
meeting shall be reviewed (i) the financial results of  Workflow and its Subsidiaries for
the previous fiscal quarter and the fiscal  year to date and the budgets presented for
the current fiscal year of Workflow,  (ii) the status of the operational and cost savings
initiatives which Workflow  and its Subsidiaries have implemented (or intend to
implement), and (iii) the  status of the implementation of the strategic alternatives
being considered by  Workflow and its Subsidiaries (it being understood that Workflow
shall not be  responsible for paying the travel and lodging expenses of the Lenders in
connection with their attending any such meeting).




	          7.3     Maintenance of Property; Insurance.




	                    (a)
The Borrower will, and will cause each of its Subsidiaries to, at all times  maintain in
full force and effect insurance with reputable and solvent insurers  in such amounts,
covering such risks and liabilities and with such deductibles  or self-insured retentions
as are in accordance with normal industry practice.  Workflow will furnish on the
Effective Date and annually thereafter to the Agent  a summary of the insurance carried
in respect of Workflow and its Subsidiaries  and the assets of Workflow and its
Subsidiaries together with certificates of  insurance and other evidence of such
insurance, if any, naming the Collateral  Agent as an additional insured (in the case of
liability policies) and/or  mortgagee and loss payee (in the case of casualty policies),
to the extent of  its interests therein. Without limiting the foregoing, the Borrower
shall cause  its casualty insurance to be in an amount at least equal to $50,000,000.




	                    (b)
If the Borrower or any of its Subsidiaries shall fail to maintain all  insurance in
accordance with this Section 7.03, or if the Borrower or any of its  Subsidiaries shall
fail to so endorse and deposit all policies or certificates  with respect thereto, the
Agent and/or the Collateral Agent shall have the right  (but shall be under no
obligation) to procure such insurance and the Borrower  agrees to reimburse the Agent or
the Collateral Agent as the case may be, for  all costs and expenses of procuring such
insurance.




	          7.4     Payment of Taxes. The Borrower will pay and discharge, and will cause each of its
Subsidiaries to pay and discharge, all taxes, assessments and governmental charges or
levies imposed upon it or upon its income or profits, or upon any properties belonging
to it, prior to the date on which penalties attach thereto, and all lawful claims for
sums that have become due and payable which, if unpaid, might become a Lien not
otherwise permitted under Section 8.03(a) or charge upon any properties of the Borrower
or any of its Subsidiaries provided that neither the Borrower nor any of its
Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim
which is being contested in good faith and by proper proceedings if it has maintained
adequate reserves with respect thereto in accordance with GAAP.




 
	 	
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	          7.5     Corporate Franchises. The Borrower will do, and will cause each of its Subsidiaries to
do, or cause to be done, all things necessary to preserve and keep in full force and
effect its existence, and its rights, franchises and authority to do business to the
extent material to the Borrower or such Subsidiary, provided that any transaction
permitted by Section 8.02 will not constitute a breach of this Section 7.05.




	          7.6     Compliance with Statutes, etc. The Borrower will, and will cause each of its
Subsidiaries to, comply with all applicable statutes, regulations and orders of, and all
applicable restrictions imposed by, all governmental bodies, domestic or foreign, in
respect of the conduct of its business and the ownership of its property other than
those the non-compliance with which, either individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.




	          7.7     Good Repair. The Borrower will, and will cause each of its Subsidiaries to, ensure that
its material properties and equipment used or useful in its business are kept in good
repair, working order and condition, normal wear and tear excepted, and, subject to
Section 8.05, that from time to time there are made, in such properties and equipment
all needful and proper repairs, renewals, replacements, extensions, additions,
betterments and improvements thereto, to the extent and in the manner useful or
customary for companies in similar businesses.




	          7.8     Compliance with Environmental Laws.




	                    (a)
Except where the failure to do so could not, either individually or in the  aggregate,
reasonably be expected to have a Material Adverse Effect, the  Borrower: (i) will comply,
and will cause each of its Subsidiaries to comply,  with all Environmental Laws
applicable to the operation of their business and  the ownership or use of any Real
Property; (ii) will pay, and will cause each of  its Subsidiaries to pay, all costs and
expenses incurred in such compliance;  (iii) will keep or cause to be kept all Real
Properties owned, operated or  leased by the Borrower or any of its Subsidiaries free and
clear of any Liens  imposed pursuant to such Environmental Laws; and (iv) will not, and
will not  permit any of its subsidiaries to, generate, use, treat, store, release or
dispose of, or permit the generation, use, treatment, storage, release or  disposal of,
Hazardous Materials on any such Real Property, or transport or  permit the transportation
of Hazardous Materials to or from any such Real  Property except in compliance with
applicable law. If the Borrower or any of its  Subsidiaries, or any tenant or occupant of
any such Real Property, causes or  permits any intentional or unintentional act or
omission resulting in the  material presence or release of any Hazardous Material (except
in compliance  with applicable Environmental Laws), the Borrower agrees to undertake,
and/or to  cause any of its Subsidiaries, tenants or occupants to undertake, at their
sole  expense, any clean up, removal, remedial or other action required pursuant to
Environmental Laws to remove and clean up any Hazardous Materials from any such  Real
Property, provided that neither the Borrower nor any of its Subsidiaries  shall be
required to comply with any such order or directive which is being  contested in good
faith and by proper proceedings so long as it has maintained  adequate reserves with
respect to such compliance to the extent required in  accordance with GAAP.




 
	 	
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	                    (b)
At the written reasonable request of the Agent or the Required Lenders made  to the
Borrower, the Borrower will provide, at the Borrower’s sole cost and  expense, an
environmental site assessment report concerning any Real Property  the subject of such
notice, prepared by an environmental consulting firm  approved by the Agent, indicating
the presence or absence of Hazardous Materials  and the potential cost of any removal or
remedial action in connection with any  Hazardous Materials on such Real Property. If the
Borrower fails to provide the  same 90 days after such request was made, the Agent may
order the same, the  Borrower shall grant and hereby grants to the Agent and its agents
access to  such Real Property and specifically grants the Agent an irrevocable
non-exclusive license, subject to the rights of tenants, to undertake such an
assessment, all at the Borrower’s expense.




 
	 	
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	          7.9     ERISA. As soon as possible and, in any event, within ten (10) days after Workflow, any
Subsidiary of Workflow or any ERISA Affiliate knows or has reason to know of the
occurrence of any of the following, Workflow will deliver to each of the Lenders a
certificate of an Authorized Financial Officer of Workflow setting forth the full
details as to such occurrence and the action, if any, that Workflow, such Subsidiary or
such ERISA Affiliate is required or proposes to take, together with any notices required
or proposed to be given to or filed with or by Workflow, any Subsidiary, any ERISA
Affiliate, the PBGC, any other governmental agency, a Plan participant or the Plan
administrator with respect thereto: that a Reportable Event has occurred (except to the
extent that Workflow has previously delivered to the Lenders a certificate and notices
(if any) concerning such event pursuant to the next clause hereof); that a contributing
sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of
ERISA is subject to the advance reporting requirement of PBGC Regulation Section 4043.61
(without regard to subparagraph (b)(1) thereof), and an event described in subsection
..62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 is reasonably
expected to occur with respect to such Plan within the following 30 days; that an
accumulated funding deficiency, within the meaning of Section 412 of the Code or Section
302 of ERISA, has been incurred or an application is reasonably likely to be or has been
made for a waiver or modification of the minimum funding standard (including any
required installment payments) or an extension of any amortization period under Section
412 of the Code or Section 303 or 304 of ERISA with respect to a Plan; that any
contribution required to be made with respect to a Plan or Foreign Pension Plan has not
been timely made; that a Plan has been or may be terminated, reorganized, partitioned or
declared insolvent under Title IV of ERISA; that a Plan has an Unfunded Current
Liability; that proceedings are reasonably likely to be or have been instituted to
terminate or appoint a trustee to administer a Plan which is subject to Title IV of
ERISA; that a proceeding has been instituted pursuant to Section 515 of ERISA to collect
a delinquent contribution to a Plan; that Workflow, any Subsidiary of Workflow or any
ERISA Affiliate will or may incur any material liability (including any indirect,
contingent, or secondary liability) to or on account of the termination of or withdrawal
from a Plan under Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with
respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section
409, 502(1) or 502(1) of ERISA or with respect to a group health plan (as defined in
Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the
Code; or that Workflow or any Subsidiary of Workflow may incur any material liability
pursuant to any employee welfare benefit plan (as defined in Section 3(1) of ERISA) that
provides benefits to retired employees or other former employees (other than as required
by Section 601 of ERISA) or any Plan or any Foreign Pension Plan. Workflow will deliver
to each of the Lenders (i) a complete copy of the annual report (on Internal Revenue
Service Form 5500-series) of each Plan (including, to the extent required, the related
financial and actuarial statements and opinions and other supporting statements,
certifications, schedules and information) required to be filed with the Internal
Revenue Service and (ii) copies of any records, documents or other information that must
be furnished to the PBGC with respect to any Plan pursuant to Section 4010 of ERISA. In
addition to any certificates or notices delivered to the Lenders pursuant to the first
sentence hereof, copies of annual reports and any records, documents or other
information required to be furnished to the PBGC, and any material notices received by
Workflow, any Subsidiary of Workflow or any ERISA Affiliate with respect to any Plan or
Foreign Pension Plan shall be delivered to the 




 
	 	
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	Lenders no later than ten (10) days after  the
date such annual  report has been filed with the Internal Revenue Service or such
records,  documents and/or information has been furnished to the PBGC or such notice has
been received by Workflow, any Subsidiary or any ERISA Affiliate, as applicable.
Workflow and each of its applicable Subsidiaries shall ensure that all Foreign  Pension
Plans administered by it or into which it makes payments obtains or  retains (as
applicable) registered status under and respects in compliance with  all applicable laws
except where the failure to do any of the foregoing could  not reasonably be expected to
result in a Material Adverse Effect.




	          7.10     Performance of Obligations. The Borrower will, and will cause each of its Subsidiaries
to, perform all of its obligations under the terms of each mortgage, indenture, security
agreement, loan agreement or credit agreement and each other agreement, contract or
instrument by which it is bound, except such non-performances as could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.




	          7.11     End of Fiscal Years; Fiscal Quarters. The Borrower will, for financial reporting
purposes, cause (i) each of its, and each of its Subsidiaries’, fiscal years to end on
the 30th day of April of each year and (ii) each of its, and each of its Subsidiaries’,
fiscal quarters to end on July 31, October 31, and January 31 of each year.




	          7.12     Additional Security; Further Assurances.




	                    (a)
At the time any Person becomes a Subsidiary (whether by acquisition, merger  or
otherwise), Workflow shall give prompt notice thereof to the Agent. As soon  as possible
after such notice has been given, but in no event later than 60 days  after such notice,
Workflow shall cause such Subsidiary to (x) execute a  counterpart of the applicable
Pledge Agreement and Security Agreement (or  another pledge agreement or security
agreement, as the case may be, in  substantially similar form if needed), and (y) execute
and deliver, or cause to  be executed and delivered, all other relevant documentation of
the type  described in Section 5 as such Subsidiary would have had to deliver if such
Subsidiary were granting a security interest in its assets on the Effective  Date, in
each case, in form and substance satisfactory to the Agent.




	                    (b)
At the time any Credit Party shall acquire after the Effective Date an  ownership
interest in any Real Property (or at the time of the acquisition or  creation, after the
Effective Date, of any Credit Party having an ownership  interest in any Real Property),
Workflow shall give prompt notice thereof to the  Agent. Upon the request of the Agent or
the Required Lenders, the Borrower  shall, or shall cause such Subsidiary Guarantor to,
execute a Mortgage with  respect to such Real Property reasonably satisfactory in form
and substance to  the Agent and such Mortgage shall constitute a valid and enforceable
perfected  mortgage superior to and prior to the rights of all third Persons and subject
to  no other Liens except for Permitted Liens. The Mortgages or instruments related
thereto delivered pursuant to this Section 7.12 shall have been duly recorded or  filed
in such manner and in such places as are required by law to establish,  perfect, preserve
and protect the Liens in favor of the Collateral Agent  required to be granted pursuant
to such Mortgages and all taxes, fees and other  charges payable in connection therewith
shall have been paid in full.




 
	 	
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	                    (c)
      The Borrower will, and will cause each other Credit Party to, at the expense
      of the Credit Parties, make, execute, endorse, acknowledge, file and/or
      deliver to the Collateral Agent from time to time such vouchers, invoices,
      schedules, confirmatory assignments, conveyances, financing statements,
      transfer endorsements, powers of attorney, certificates, real property surveys,
      reports and other assurances or instruments and take such further steps
      relating to the collateral covered by any of the Security Documents as the
      Collateral Agent may reasonably require. Furthermore, the Borrower shall
      cause to be delivered to the Collateral Agent such opinions of counsel,
      real estate appraisals satisfying the requirements of applicable law, mortgage
      policies, title insurance and other related documents as may be reasonably
      requested by the Collateral Agent to assure itself that this Section 7.12
      has been complied with.




	                    (d)
      The Borrower agrees that each action required above by Sections 7.12(b)
      and (c) shall be completed as soon as possible, but in no event later than
      75 days after such action is requested to be taken by the Agent or the Required
      Lenders.




	          7.13     Earn
      Out Payments. On or before May 31, 2003, the Borrower shall furnish
      evidence reasonably satisfactory to the Agent that at least $4,000,000 of
      the Earn Out Payments due on May 31, 2003 have been deferred to a date beyond
      the Final Maturity Date, or otherwise will not be paid (except in a manner
      specified in the next succeeding sentence) prior to the Final Maturity Date.
      In connection with satisfying this covenant, the Borrower may, among other
      things, issue to Persons entitled to Earn Out Payments: (a) capital stock
      of the Borrower and/or options or rights to acquire, whether directly or
      indirectly or by exercise of any convertible feature, capital stock of the
      Borrower, (b) subordinated indebtedness, and/or (c) some combination of
      (a) and (b), provided that any such issuances by the Borrower must comply
      with the proviso to clause (a) of Section 8.17 and with clause (b) of Section
      8.17. The Borrower shall provide the Agent with copies of all relevant documentation
      executed in connection with such issuances and deferrals. In the absence
      of documentation or other evidence of deferral, a certificate of the Borrower
      with respect to any such deferral shall be deemed to be evidence of such
      deferral reasonably satisfactory to the Agent.




	          7.14     Landlord
      Waivers, Estoppel Certificates etc. Within 75 days following the
      Effective Date, the Borrower shall use its reasonable best efforts to deliver
      to the Agent such landlord waivers and/or estoppel certificates as the Agent
      may have reasonably requested with respect to each Leasehold of Workflow
      and each other Credit Party designated as such on Annex V, which landlord
      waivers and/or estoppel certificates shall be in form and substance reasonably
      satisfactory to the Agent.




	          7.15     Intentionally
      Omitted.



 
	 	 -60-	 



 



 
  
  


	          7.16     Guaranty
      and Security from Canadian Credit Parties. On or before the Effective
      Date, the Borrower shall cause each of the Canadian Credit Parties to (a)
      execute and deliver a guarantee in form and substance satisfactory to the
      Agent guarantying the full payment and performance by Workflow of its Obligations
      and (b) execute and deliver security agreements, mortgages, hypothecs and
      such other security documents as the Agent may require, each such security
      document to be in form and substance satisfactory to the Agent, securing
      the obligations of the Canadian Credit Parties in respect of their obligations
      under the guaranties referred to in clause (a) above.




	          7.17    Margin
      Stock. Workflow will take all actions so that at all times the fair
      market value of all Margin Stock owned by Workflow and its Subsidiaries
      shall not exceed $500,000.




	          7.18     Cash
      Management Arrangements. The Borrower shall, and shall cause each
      of its Subsidiaries to, promptly upon request of the Agent, negotiate cash
      management arrangements with the several depositary institutions with whom
      the Borrower or any such Subsidiary maintains bank accounts and shall execute
      and deliver to the Agent account control agreements in form and substance
      satisfactory to the Agent, pursuant to which, among other things, such depositary
      institutions acknowledge the Agent’s security interest in such bank
      accounts and the property from time to time held therein and agree to follow
      the Agent’s instructions with respect to such bank accounts without
      further consent of or notice to the Borrower or any such Subsidiary.



 
	 	 -61-	 



 



 
  
  


	          7.19     Sharing
      of Work Product and Information. Until such time as the Borrower
      and its Subsidiaries shall have maintained a Senior Leverage Ratio of not
      more than 2.5 to 1.0 for two consecutive fiscal quarters, the Borrower shall
      permit the Agent and the Lenders and their respective representatives and
      advisors to communicate directly with Palisades Associates, Inc. and Jefferies
      & Company, Inc. (the “Borrower’s Advisors”) and authorizes
      each of the Borrower’s Advisors to disclose to the Agent and
      the Lenders and their respective representatives and advisors any and all
      financial and other information with respect to the business, financial
      condition and prospects and other affairs of the Borrower. The Borrower
      shall, as and when the same become available, send the Agent and the Lenders
      copies of all written analyses and reports and other written work product
      and information produced in final form by the Borrower’s Advisors and,
      upon request of the Agent and the Lenders, copies of all supporting documentation
      generated in producing same, to the extent not prohibited by confidentiality
      agreements between either of the Borrower and any third party, the Borrower
      shall (a) promptly notify, and hereby authorize the Borrower’s Advisors
      to promptly notify, and discuss with the Agent and its representatives and
      advisors any proposed sale, equity and/or capital transactions being considered
      by the Borrower and/or the Borrower’s Advisors and (b) provide the
      Agent, the Lenders and their respective representatives and advisors with
      copies of all written correspondence to and from third parties, including
      offers and proposals, and other agreements relating to any such proposed
      sale, equity and/or capital transactions. Notwithstanding the foregoing,
      neither the Borrower nor the Borrower’s Advisors shall be required
      to deliver or disclose to the Agent or the Lenders any materials, information
      or internal communications related to the Borrower’s strategy for negotiating
      with the Agent or the Lenders, or any materials or information subject to
      attorney-client privilege. Information delivered to Agent or the Lenders
      pursuant to this paragraph shall be subject to the confidentiality provisions
      of Section 12.15.




	          7.20     Refinancing
      or Other Commitments To Repay Obligations.




	                    (a)
      On or before October 31, 2003, the Borrower shall have obtained, and furnished
      the Agent with a copy of, (i) a commitment from an institutional lender
      or other Person reasonably acceptable to the Agent and the Lenders to refinance
      and repay the Term B Loans in full, and/or (ii) a commitment from a Person
      reasonably acceptable to the Agent and the Lenders to make an equity investment
      in the Borrower in an amount sufficient to repay the Term B Loans in full,
      providing in each case for a closing to occur on or before December 31,
      2003. The form and terms of the commitment shall in any case be reasonably
      acceptable to the Agent and the Lenders, including, without limitation,
      the contingencies and conditions to consummation of the transaction evidenced
      thereby.



 
	 	 -62-	 



 



 
  
  


	                    (b)
      On or before March 31, 2005, the Borrower shall have obtained, and furnished
      the Agent with a copy of, (i) a commitment from an institutional lender
      or other Person reasonably acceptable to the Agent and the Lenders to refinance
      and repay the Obligations (to the extent not previously repaid) in full,
      and/or (ii) a commitment from a Person reasonably acceptable to the Agent
      and the Lenders to make an equity investment in the Borrower in an amount
      sufficient to repay the Obligations (to the extent not previously repaid)
      in full, providing in each case for a closing to occur on or before the
      Final Maturity Date. The form and terms of the commitment shall in any case
      be reasonably acceptable to the Agent and the Lenders, including, without
      limitation, the contingencies and conditions to consummation of the transaction
      evidenced thereby.




	                    (c)
      The Borrower shall, and shall cause its agents, including the Borrower’s
      Advisors, to discuss with the Agent and the Lenders the status of its efforts
      to repay the Obligations, any offers or proposals which have been received
      and all material developments with respect thereto, at such intervals as
      the Agent and the Lenders may reasonably request.




	          7.21     Special
      Committee. Through the date that a permanent (rather than interim)
      chief executive officer reasonably satisfactory to the Agent and the Lenders
      is engaged by Workflow, Workflow shall continue to engage the Borrowers’
      Advisors and shall maintain a Special Committee of its Board of Directors
      which shall supervise and work with the Borrowers’ Advisors in developing
      recommendations to Workflow’s Board of Directors regarding various
      restructuring and other strategies to be pursued by the Borrower and its
      Subsidiaries. Representatives of the Special Committee shall update the
      Agent and the Lenders and/or their consultants telephonically on a bi-weekly
      basis with respect to the status of the search process for a new chief executive
      officer and regarding such other matters as the Agent and the Lenders and/or
      their consultants may reasonably request.




	          SECTION
      8      Negative Covenants. The Borrower hereby covenants and agrees
      that as of the Effective Date, and thereafter for so long as this Agreement
      is in effect and until the Revolving Commitments have terminated, no Letters
      of Credit or Notes are outstanding and the Loans, together with interest,
      Fees and all other Obligations incurred hereunder, are paid in full:




	          8.1     Changes
      in Business. The Borrower will not, nor will the Borrower permit
      any of its Subsidiaries to, engage directly or indirectly in any business
      other than the businesses engaged in by Workflow and its Subsidiaries as
      of the Effective Date (including the graphic arts business and the office
      products business) and reasonable extensions thereof and business complimentary
      thereto.



 
	 	 -63-	 



 



 
  
  


	          8.2     Consolidation;
      Merger, Sale or Purchase of Assets, etc. The Borrower will not,
      nor will the Borrower permit any of its Subsidiaries to, wind up, liquidate
      or dissolve its affairs or enter into any transaction of merger or consolidation,
      or convey, sell, lease or otherwise dispose of (or agree to do any of the
      foregoing at any future time) all or any part of its property or assets
      (other than sales of inventory and obsolete or worn-out equipment, in each
      case in the ordinary course of business), or enter into any partnerships,
      joint ventures or sale-leaseback transactions, or purchase or otherwise
      acquire (in one or a series of related transactions) any part of the property
      or assets (other than purchases or other acquisitions of inventory, materials
      and equipment in the ordinary course of business) of any Person, except
      that the following shall be permitted:




	 	     (a) Consolidated
      Capital Expenditures by Workflow and its Subsidiaries to the extent not
      in violation of Section 8.05, and Workflow and its Subsidiaries may enter
      into operating leases as lessee with respect to real or personal property
      in the ordinary course of business and otherwise in compliance with this
      Agreement;






	 	     (b)     (i) Workflow
      and the U.S. Subsidiary Guarantors may transfer assets among themselves,
      (ii) DBF and the other Canadian Credit Parties may transfer assets among
      themselves and to Workflow and the U.S. Subsidiary Guarantors, and (iii)
      the Credit Parties may make intercompany loans to the extent permitted by
      Section 8.04(d);






	 	     (c) Investments permitted
      pursuant to Section 8.06;






	 	     (d) Intentionally
      Omitted;






	 	     (e) Workflow and
      its Subsidiaries may sell or otherwise dispose of the Specified Subsidiaries
      and other assets (including pursuant to a sale-leaseback transaction) for
      cash and at fair market value (as determined in good faith by Workflow or
      such Subsidiary); provided that the Net Cash Proceeds from all such
      Asset Sales shall prepay the Obligations as provided in Section 3.03 hereof;






	 	     (f) Intentionally
      Omitted;





 
	 	 -64-	 



 



 
  
  


	 	     (g)    
      (x) any Domestic Subsidiary of Workflow may be merged with or into, or be
      dissolved or liquidated, into Workflow or any U.S. Subsidiary Guarantor,
      provided that (i) the resulting entity must be a U.S. Subsidiary Guarantor
      unless such merger, dissolution or liquidation involves Workflow, in which
      case Workflow must be the resulting entity, and (ii) a Specified Subsidiary
      that is a Domestic Subsidiary may be merged with or into, or be dissolved
      or liquidated into, a U.S. Subsidiary Guarantor so long as the Indebtedness
      (if any) of, and/or Liens (if any) on the property of, such Specified Subsidiary
      would be permitted to be incurred by such Subsidiary Guarantor under the
      provisions hereof at the time of such merger, dissolution or liquidation
      and (y) any Foreign Subsidiary may be merged with or into, or be dissolved
      or liquidated into, DBF or any other Canadian Credit Party, provided
      that (i) the resulting entity must be a Canadian Credit Party and in the
      event that any such merger, dissolution or liquidation involves DBF, DBF
      must be the resulting entity, (ii) a Specified Subsidiary that is a Foreign
      Subsidiary may be merged with or into, or be dissolved or liquidated into,
      a Canadian Credit Party so long as (x) the Indebtedness (if any) of, and/or
      Liens (if any) and the property of, such Specified Subsidiary would be permitted
      to be incurred by such Canadian Credit Party under the provisions hereof
      at the time of such merger, dissolution or liquidation and (y) the resulting
      entity must be a Canadian Credit Party and in the event that any such merger,
      dissolution or liquidation involves DBF, DBF must be the resulting entity,
      and (iii) if any stock of any Foreign Subsidiary involved in such merger,
      dissolution or liquidation was pledged under the U.S. Pledge Agreement prior
      to such merger, dissolution or liquidation, 100% of the total combined voting
      power of all classes of capital stock of the surviving Foreign Subsidiary,
      and 100% of all other classes of capital stock of such surviving Foreign
      Subsidiary in each case shall be pledged pursuant to the U.S. Pledge Agreement;
      and






	 	     (h) each of Workflow
      and its Subsidiaries may grant leases or subleases to other Persons not
      materially interfering with the conduct of the business of Workflow or any
      of its Subsidiaries.






	To the extent the Required Lenders waive the provisions of
      this Section 8.02 with respect to the sale of any Collateral, or any Collateral
      is sold as permitted by this Section 8.02 (and such Collateral is released
      (or permitted to be released) from the Liens created by the respective Security
      Document), such Collateral in each case shall be sold free and clear of
      the Liens created by the Security Documents and the Agent shall take such
      actions (including, without limitation, directing the Collateral Agent to
      take such actions) as the Agent deems appropriate, or as the Borrower may
      reasonably request, in connection therewith.




	          8.3     Liens.
      The Borrower will not, nor will the Borrower permit any of its Subsidiaries
      to, create, incur, assume or suffer to exist any Lien upon or with respect
      to any property or assets of any kind (real or personal, tangible or intangible)
      of the Borrower or any of its Subsidiaries, whether now owned or hereafter
      acquired, or sell any such property or assets subject to an understanding
      or agreement, contingent or otherwise, to repurchase such property or assets
      (including sales of accounts receivable or notes) or assign any right to
      receive income, except (Liens described below are herein referred to as
      “Permitted Liens”):



 
	 	 -65-	 



 



 
  
  


	 	     (a) Liens for taxes
      not yet due or Liens for taxes being contested in good faith and by appropriate
      proceedings for which adequate reserves have been established in accordance
      with GAAP;






	 	     (b) Liens in respect
      of property or assets of Workflow and its Subsidiaries imposed by law which
      were incurred in the ordinary course of business and which have not arisen
      to secure Indebtedness for borrowed money, such as carriers’, warehousemen’s
      and mechanics’ Liens, statutory landlord’s Liens, and other similar
      Liens arising in the ordinary course of business, and which either (x) do
      not in the aggregate materially detract from the value of such property
      or assets or materially impair the use thereof in the operation of the business
      of Workflow or any of its Subsidiaries or (y) are being contested in good
      faith by appropriate proceedings, which proceedings have the effect of preventing
      the forfeiture or sale of the property or asset subject to such Lien;






	 	     (c) Liens created
      by or pursuant to this Agreement or the Security Documents;






	 	     (d) Liens in existence
      on the Effective Date, and which are to continue in effect after the Effective
      Date which are listed, and the property subject thereto described, in Annex
      VIII, without giving effect to any extensions or renewals thereof;






	 	     (e) Liens arising
      from judgments, decrees or attachments in circumstances not constituting
      an Event of Default under Section 9.09, provided that no cash or property
      is deposited or delivered to secure the respective judgment or award (or
      any appeal bond in respect thereof);






	 	     (f) Liens incurred
      or deposits made (x) in the ordinary course of business in connection with
      workers’ compensation, unemployment insurance and other types of social
      security obligations, or to secure the performance of tenders, statutory
      obligations, surety bonds, bids, contracts, performance and return-of-money
      bonds and other similar obligations incurred in the ordinary course of business
      (exclusive of obligations in respect of the payment for borrowed money)
      and (y) to secure the performance of leases of Real Property to the extent
      incurred or made in the ordinary course of business consistent with past
      practices;






	 	     (g) licenses, leases
      or subleases granted to third Persons not interfering in any material respect
      with the business of Workflow or any of its Subsidiaries;






	 	     (h) Liens arising
      from precautionary UCC financing statements regarding operating leases permitted
      by this Agreement;






	 	     (i) Liens created
      pursuant to Capital Leases permitted pursuant to Section 8.04(b);





 
	 	 -66-	 



 



 
  
  


	 	     (j) Liens arising
      pursuant to purchase money mortgages or security interests securing Indebtedness
      representing the purchase price (or financing of the purchase price within
      90 days after the respective purchase) of assets acquired after the Effective
      Date, provided, that (i) any such Liens attach only to the assets so purchased,
      (ii) the Indebtedness secured by any such Lien does not exceed 100%, nor
      is less than 80%, of the lesser of the fair market value or the purchase
      price of the property being purchased at the time of the incurrence of such
      Indebtedness, and (iii) the Indebtedness secured thereby is permitted to
      be incurred pursuant to Section 8.04(b);






	 	     (k) Liens (subordinated
      in priority to the Liens of the Agent) incurred by the Borrower to secure
      Indebtedness incurred by the Borrower in accordance with the terms of Section
      8.04(h) hereof;






	 	     (l) Permitted Encumbrances;






	 	     (m) Liens arising
      in the ordinary course of business in favor of customs and revenue authorities
      which secure payment of customs duties in connection with the importation
      of goods; and






	 	     (n) easements, rights-of-way,
      restrictions, encroachments and other similar charges or encumbrances, and
      minor title deficiencies, in each case not securing Indebtedness and not
      materially interfering with the conduct of the business of Workflow or any
      of its Subsidiaries.






	          8.4     Indebtedness.
      The Borrower will not, nor will the Borrower permit any of its Subsidiaries
      to, contract, create, incur, assume or suffer to exist any Indebtedness,
      except:




	 	     (a) Indebtedness
      incurred pursuant to this Agreement and the other Credit Documents;






	 	     (b) Capitalized Lease
      Obligations and Indebtedness incurred pursuant to purchase money Liens permitted
      by Section 8.03(j), provided, that the sum of all such Capitalized Lease
      Obligations outstanding at any time plus the aggregate principal amount
      of all such purchase money Indebtedness outstanding at such time shall not
      exceed $5,000,000;






	 	     (c) Existing Debt
      listed on Annex VI, but only to the respective date, if any, set forth on
      such Annex VI with respect to any particular issue of Existing Debt, without
      giving effect to any subsequent extension, renewal or refinancing thereof;






	 	     (d) Indebtedness
      (i) between and among Workflow and the U.S. Subsidiary Guarantors, and (ii)
      between and among DBF and the other Canadian Credit Parties provided,
      that if any such Indebtedness referred to in this clause (d) is evidenced
      by a note, such note shall be in the form of an Intercompany Note that is
      pledged and delivered pursuant to the applicable Pledge Agreement;





 
	 	 -67-	 



 



 
  
  


	 	     (e) Indebtedness
      owed to the Persons described on Schedule 7.13 hereto pursuant to the agreements
      in which the Borrower or any of its Subsidiaries previously acquired the
      business of such Person.






	 	     (f) Indebtedness
      of the Borrower under Interest Rate Protection Agreements entered into with
      respect to other Indebtedness of the Borrower otherwise permitted under
      this Section 8.04;






	 	     (g) Indebtedness
      of Workflow or any of its Subsidiaries under Other Hedging Agreements providing
      protection against fluctuations in currency prices in connection with Workflow’s
      or any of its Subsidiaries’ ordinary business operations so long as
      management of Workflow or such Subsidiary has determined that the entering
      into of such Other Hedging Agreements are bona fide hedging activities
      (and are not for speculative purposes) relating to the ordinary business
      operations of Workflow or such Subsidiary;






	 	     (h) Subordinated
      indebtedness of Workflow incurred subsequent to the Effective Date in an
      aggregate principal amount of no more than $100,000,000 (“Additional
      Subordinated Indebtedness”) so long as (i) such Indebtedness does not
      mature before six months after the Final Maturity Date (with no interim
      amortizations, redemptions or sinking fund obligations prior to such time),
      and (ii) all of the terms and conditions thereof (including (x) any cash
      or paid-in-kind interest to be paid thereon, and (y) subordination terms
      of such Indebtedness and of any Liens securing same) are reasonably satisfactory
      to the Agent; and






	 	     (i) unsecured Indebtedness
      of Workflow and its Subsidiaries not otherwise permitted by the foregoing
      clauses (a) through (h), provided that the aggregate principal amount
      of all Indebtedness incurred pursuant to this clause (i) shall not exceed
      $3,000,000 at any time outstanding;






	Notwithstanding anything to the contrary contained above
      in this Section 8.04, in no event shall any Subsidiary of Workflow that
      has issued nonqualified preferred stock as defined in Section 351(g)(2)
      of the Code to a Person other than Workflow or a Subsidiary of Workflow,
      incur any Indebtedness under clause (b), (e) or (g) of this Section 8.04.




	          8.5     Capital
      Expenditures.




	          The
      Borrower will not, nor will the Borrower permit any of its Subsidiaries
      to, make Consolidated Capital Expenditures, provided that Workflow
      and its Subsidiaries may make Consolidated Capital Expenditures so long
      as the aggregate amount of Capital Expenditures made does not exceed the
      Capital Expenditure Amount for such fiscal period, and provided further
      that the cost of acquisition or construction of any Reinvestment Assets
      acquired by the Borrower in accordance with Section 3.03(c) hereof shall
      not be included in the calculation of the Capital Expenditure Amount.





 
	 	 -68-	 



 



 
  
  


	          8.6     Advances,
      Investments and Loans. The Borrower will not, nor will the Borrower
      permit any of its Subsidiaries to, directly or indirectly, lend money or
      credit or make advances to any Person, or purchase or acquire any stock,
      obligations or securities of, or any other interest in, or make any capital
      contribution to, any other Person, or purchase or own a futures contract
      or otherwise become liable for the purchase or sale of currency or other
      commodities at a future date in the nature of a futures contract, or hold
      any cash or Cash Equivalents (each of the foregoing an “Investment”
      and, collectively, “Investments”), except that the following shall
      be permitted:




	 	     (a) Workflow and
      its Subsidiaries may invest in cash and Cash Equivalents;






	 	     (b) Workflow and
      its Subsidiaries may acquire and hold receivables owing to it, if created
      or acquired in the ordinary course of business and payable or dischargeable
      in accordance with customary trade terms of Workflow or such Subsidiary,
      as the case may be;






	 	     (c) Workflow and
      its Subsidiaries may acquire and own investments (including debt obligations)
      received in connection with the bankruptcy or reorganization of suppliers
      and customers and in settlement of delinquent obligations of, and other
      disputes with, customers and suppliers arising in the ordinary course of
      business;






	 	     (d) transactions
      permitted by Sections 8.02(b) and/or 8.04(d);






	 	     (e) Investments in
      existence on the Effective Date and listed on Annex IX without giving effect
      to any additions thereto or replacements thereof;






	 	     (f) deposits made
      in the ordinary course of business consistent with past practices to secure
      the performance of leases of Real Property;






	 	     (g) loans and advances
      to employees for moving and travel expenses and other similar expenses,
      in each case incurred in the ordinary course of business, in an aggregate
      outstanding principal amount not to exceed $500,000 at any time (determined
      without regard to any write-down or write-offs thereof);






	 	     (h) Intentionally
      Omitted;






	 	     (i) the Borrower
      may enter into Interest Rate Protection Agreements to the extent permitted
      by Section 8.04(f); and






	 	     (j) Workflow and
      its Subsidiaries may enter into Other Hedging Agreements to the extent permitted
      by Section 8.04(g).





 
	 	 -69-	 



 



 
  
  


	          8.7     Dividends,
      etc.




	                    (a)
      The Borrower will not, nor will the Borrower permit any of its Subsidiaries
      to, declare or pay any dividends (other than dividends payable solely in
      common or preferred stock of the Borrower or any such Subsidiary, as the
      case may be) or return any capital to, its stockholders or authorize or
      make any other distribution, payment or delivery of property or cash to
      its stockholders as such, or redeem, retire, purchase or otherwise acquire,
      directly or indirectly, for a consideration, any shares of any class of
      its capital stock (other than the issuance of common stock of Workflow upon
      conversion of any convertible preferred stock that may be issued by Workflow
      in accordance with this Agreement), now or hereafter outstanding (or any
      warrants for or options or stock appreciation rights in respect of any of
      such shares), or set aside any funds for any of the foregoing purposes,
      and Workflow will not permit any of its Subsidiaries to purchase or otherwise
      acquire for consideration any shares of any class of the capital stock of
      the Borrower or any other Subsidiary, as the case may be, now or hereafter
      outstanding (or any options or warrants or stock appreciation rights issued
      by such Person with respect to its capital stock) (all of the foregoing
      “Dividends”), except that any Subsidiary of Workflow may pay Dividends
      to Workflow or any other Subsidiary of Workflow.




	                    (b)
      The Borrower will not, nor will the Borrower permit any of its Subsidiaries
      to, create or otherwise cause or suffer to exist any encumbrance or restriction
      which prohibits or otherwise restricts (A) the ability of any such Subsidiary
      to (a) pay dividends or make other distributions or pay any Indebtedness
      owed to the Borrower or any Subsidiary Guarantor, (b) make loans or advances
      to Workflow or any Subsidiary of Workflow or (c) transfer any of its properties
      or assets to Workflow or any Subsidiary of Workflow, or (B) the ability
      of Workflow or any Subsidiary of Workflow, to create, incur, assume or suffer
      to exist any Lien upon its property or assets to secure the Obligations,
      other than prohibitions or restrictions existing under or by reason of:
      (i) this Agreement and the other Credit Documents; (ii) applicable law;
      (iii) customary non-assignment provisions entered into in the ordinary course
      of business and consistent with past practices; and (iv) Liens permitted
      under Sections 8.03(i) and (j), and any documents or instruments governing
      the terms of any Indebtedness or other obligations secured by any such Liens,
      provided that such prohibitions or restrictions apply only to the assets
      subject to such Liens.




	          8.8     Transactions
      with Affiliates. The Borrower will not, nor will the Borrower permit
      any of its Subsidiaries to, enter into any transaction or series of transactions
      with any Affiliate of the Borrower or any such Subsidiary other than in
      the ordinary course of business and on terms and conditions 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
      (i) Dividends may be paid to the extent permitted by Section 8.03 and (ii)
      transactions between or among Workflow and its Subsidiaries pursuant to
      (and in accordance with the terms of) Sections 8.02, 8.04 and 8.06 shall
      be permitted.



 
	 	 -70-	 



 



 
  
  


	          8.9      Senior
      Leverage Ratio. The Borrower will not permit, as at the last day
      of fiscal quarter set forth in the table below, the Senior Leverage Ratio
      of Workflow and its Subsidiaries, for the applicable Test Period, to be
      greater than the amount set forth opposite such period:




		
      

    
		Test Period
      

    	Senior Leverage Ratio
      

    
		
      

    
		January 31, 2003	4.9:1.0
		
      

    
		April 30, 2003	4.7:1.0
		
      

    
		July 31, 2003	4.2:1.0
		
      

    
		October 31, 2003	3.9:1.0
		
      

    
		January 31, 2004	2.4:1.0
		
      

    
		April 30, 2004	2.3:1.0
		
      

    
		July 31, 2004	2.2:1.0
		
      

    
		October 31, 2004	2.0:1.0
		
      

    
		January 31, 2005	1.9:1.0
		
      

    
		April 30, 2005	1.8:1.0
		
      

    




	          8.10     Consolidated
      Interest Coverage Ratio. (a) The Borrower will not permit the Consolidated
      Interest Coverage Ratio of Workflow and its Subsidiaries, as at the last
      day of period set forth in the table below, on a cumulative basis, to be
      less than the amount set forth opposite such period:




		
      

    
		Test Period
      

    	Consolidated Interest Coverage
      Ratio
      

    
		
      

    
		Three months ending

      January 31, 2003	1.5:1.0
		
      

    
		Six months ending April 

      30, 2003	2.0:1.0
		
      

    
		Nine months ending July 

      31, 2003	2.3:1.0
		
      

    




	          (b)
      The Borrower will not permit, as at the last day of the fiscal quarter set
      forth in the table below, the Consolidated Interest Coverage Ratio of Workflow
      and its Subsidiaries, for the applicable Test Period, to be less than the
      amount set forth opposite such period:





		
      

    
		Test Period
      

    	Consolidated Interest Coverage Ratio
      

    
		
      

    
		October 31, 2003	2.4:1.0
		
      

    
		January 31, 2004	2.9:1.0
		
      

    


 
	 	 -71-	 



 



 
  
  


		
		
      

    
		April 30, 2004	3.0:1.0
		
      

    
		July 31, 2004	3.1:1.0
		
      

    
		October 31, 2004	3.3:1.0
		
      

    
		January 31, 2005	3.4:1.0
		
      

    
		April 30, 2005	3.5:1.0
		
      

    




	          8.11     Limitation
      on Modifications of Certificate of Corporation, By-Laws.




	                    (a)
      The Borrower will not, nor will the Borrower permit any of its Subsidiaries
      to




	 	         (i)
      amend, modify or change in any manner adverse to the interests of the Lenders,
      the certificate or articles of incorporation (including, without limitation,
      by the filing of any certificate of designation) or by-laws (or equivalent
      organizational documents) of the Borrower or any of its Subsidiaries, as
      the case may be, or any other agreement entered into by the Borrower or
      any of its Subsidiaries with respect to its capital stock, or enter into
      any new agreement with respect to the capital stock of the Borrower (to
      the extent adverse to the interests of the Lenders) or any of its Subsidiaries
      (except to the extent reasonably necessary to accomplish the issuances permitted
      under Section 8.11(a)(ii) below; or






	 	         (ii)
      issue any class of capital stock other than (A) issuances of common stock,
      (B) issuances of preferred stock by Wholly-Owned Subsidiaries of Workflow
      to Workflow or another Wholly-Owned Subsidiary of Workflow, (C) issuances
      of capital stock of the Borrower and/or options or rights to acquire, whether
      directly or indirectly or by exercise of any convertible feature, capital
      stock of the Borrower, to any executive officer, any Person entitled to
      Earn Out Payments, and/or to any Person refinancing all or any portion of
      the Obligations.






	                    (b)
      Workflow will not permit any of its Subsidiaries to issue any capital stock
      (including by way of sales of treasury stock) or any options or warrants
      to purchase, or securities convertible into, capital stock, except (i) for
      transfers and replacements of then outstanding shares of capital stock,
      (ii) for stock splits, stock dividends and issuances which do not decrease
      the percentage ownership of Workflow or any of its Subsidiaries in any class
      of the capital stock of such Subsidiary, (iii) to qualify directors to the
      extent required by applicable law, (iv) for issuances by newly created or
      acquired Subsidiaries in accordance with the terms of this Agreement, and
      (v) issuances to Persons entitled to Earn Out Payments.



 
	 	 -72-	 



 



 
  
  


	          8.12     Limitation
      on the Creation of Subsidiaries. Notwithstanding anything to the
      contrary contained in this Agreement, the Borrower will not, nor will the
      Borrower permit any of its Subsidiaries to, establish, create or acquire
      any Subsidiary, unless (a) the Borrower obtains the prior written consent
      of the Agent, which consent shall not be unreasonably withheld, (b) the
      capital stock of each such new Subsidiary is promptly pledged pursuant to
      the Pledge Agreement (or another pledge agreement in substantially similar
      form if needed) and the certificates representing such stock, together with
      stock powers duly executed in blank, are delivered to the Collateral Agent,
      (iii) such new Subsidiary promptly executes a counterpart of the applicable
      Guaranty (or another guaranty in substantially similar form if needed),
      in each case on the same basis (and to the same extent) as such Subsidiary
      would have executed such Guaranties if it were a Credit Party on the Effective
      Date, (iv) such new Subsidiary executes a counterpart of the applicable
      Pledge Agreement and Security Agreement (or another pledge agreement or
      security agreement, as the case may be, in substantially similar form if
      needed), in each case on the same basis (and to the same extent) as such
      Subsidiary would have executed such Credit Documents if it were a Credit
      Party on the Effective Date, and (v) to the extent requested by the Agent
      or the Required Lenders, any such new Subsidiary takes all actions required
      pursuant to Section 7.12.




	          8.13     Limitation
      on Payments and Modification of Additional Subordinated Indebtedness.
      From and after the issuance of any Additional Subordinated Indebtedness,
      Workflow will not, and will not permit any of its Subsidiaries to:




	 	         (i)
      make (or give any notice in respect of) any payment, prepayment, redemption
      or acquisition for value of (including, without limitation, by way of depositing
      with any Person money or securities before due for the purpose of payment
      when due) any Additional Subordinated Indebtedness (other than for payment
      of interest when due, subject to any limitations on such payment contained
      in the documents evidencing the Additional Subordinated Indebtedness or
      agreements between the holders of the Additional Subordinated Indebtedness
      and the Agent); and






	 	         (ii)
      amend or modify, or permit the amendment or modifications of, any provision
      of the Additional Subordinated Indebtedness.






	          8.14     Minimum
      Cumulative Consolidated EBITDA. (a) The Borrower will not permit,
      as at the last day of period set forth in the table below, Consolidated
      EBITDA of the Borrower and its Subsidiaries, on a cumulative basis, to be
      less than the amount set forth opposite such period:




			
		
      

    	
		Test Period	Minimum Consolidated EBITDA	
		
      

    	
		Three months ending 

      January 31, 2003	$  9,000,000	
		
      

    	
		Six months ending April 

      30, 2003	$19,000,000	
		
      

    	
		Nine months ending July 

      31, 2003	$30,000,000	
		
      

    	



 
	 	 -73-	 



 



 
  
  


	          (b)
      The Borrower will not permit, as at the last day of fiscal quarter set forth
      in the table below, Consolidated EBITDA of the Borrower and their Subsidiaries,
      for the applicable Test Period, to be less than the amount set forth opposite
      such period:





		
		
      

    	
		Test Period	Minimum Consolidated EBITDA	
		
      

    	
		October 31, 2003	$41,000,000	
		
      

    	
		January 31, 2004	$43,000,000	
		
      

    	
		April 30, 2004	$44,000,000	
		
      

    	
		July 31, 2004	$46,000,000	
		
      

    	
		October 31, 2004	$48,000,000	
		
      

    	
		January 31, 2005	$49,000,000	
		
      

    	
		April 30, 2005	$51,000,000	
		
      

    	



	          8.15     Fixed
      Charge Ratio. (a) The Borrower will not permit the Fixed Charge
      Ratio of Workflow and its Subsidiaries, as at the last day of period set
      forth in the table below, on a cumulative basis, to be less than the amount
      set forth opposite such period:




		
		
      

    
		Test Period	Fixed Charge Ratio
		
      

    
		Three months ending 

      January 31, 2003	Not Applicable
		
      

    
		Six months ending April 

      30, 2003	1.0:1.0
		
      

    
		Nine months ending July 

      31, 2003	1.0:1.0
		
      

    




	          (b)
      The Borrower will not permit, as at the last day of each fiscal quarter
      commencing October 31, 2003, the Fixed Charge Ratio of Workflow and its
      Subsidiaries, for the applicable Test Period, to be less than 1.0:1.0.






	          8.16     Insider
      Notes. The Borrower will not, nor will the Borrower permit any of
      its Subsidiaries to, waive, amend, extend, renew or otherwise modify the
      terms and conditions of the Insider Notes without the prior written consent
      of the Agent.



 
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	          8.17     Earn
      Out Payments. The Borrower shall not, nor shall the Borrower permit
      its Subsidiaries to, (a) make, directly or indirectly, any payment or other
      distribution (whether in cash securities or other property) of or in respect
      of principal of or interest on any Earn Out Payments in advance of the date
      when due, or any payment or other distribution (whether in cash, securities
      or other property), including any sinking fund or similar deposit, on account
      of the purchase, redemption, retirement, acquisition, cancellation or termination
      of any Earn Out Payments in advance of the date when due, provided that
      anything herein to the contrary notwithstanding, the Borrower may at any
      time, and from time to time, issue capital stock of the Borrower and/or
      options or rights to acquire, whether directly or indirectly or by exercise
      of any convertible feature, capital stock of the Borrower and/or subordinated
      indebtedness to any Person entitled to an Earn Out Payment as long as such
      capital stock/options/rights to acquire or subordinated indebtedness do
      not require any cash principal payments before the Final Maturity Date,
      (b) except as provided in Section 8.04(h), furnish any collateral security
      to any Persons who may be entitled to the Earn Out Payments, or (c) other
      than as set forth in the proviso to clause (a) of this Section, amend, restate,
      supplement or otherwise modify any of the instruments, documents and agreements
      evidencing the Earn Out Payments (as in effect on the Effective Date), without
      the prior written consent of the Agent.




	          SECTION
      9      Events of Default. Upon the occurrence of any of the following
      specified events (each an “Event of Default”):




	          9.1     Payments.
      The Borrower shall (i) default in the payment when due of any principal
      of the Loans or (ii) default, and such default shall continue for three
      or more days, in the payment when due of any Unpaid Drawing, any interest
      on the Loans or any Fees or any other amounts owing hereunder or under any
      other Credit Document; or




	          9.2     Representations,
      etc. Any representation, warranty or statement made or deemed made
      by the Borrower or any other Credit Party herein or in any other Credit
      Document or in any written statement or certificate delivered pursuant hereto
      or thereto shall prove to be untrue in any material respect on the date
      as of which made or deemed made; or




	          9.3     Covenants.
      Any Credit Party shall (a) default in the due performance or observance
      by it of any term, covenant or agreement contained in Section 7.01(f)(x),
      7.01(i), 7.01(j) 7.11, 7.13, 7.18, 7.19, or 8, or (b) default in the due
      performance or observance by it of any term, covenant or agreement (other
      than those referred to in Section 9.01, 9.02 or clause (a) of this Section
      9.03) contained in this Agreement and such default shall continue unremedied
      for a period of at least 30 days after notice to the defaulting party by
      the Agent or the Required Lenders; provided that non-compliance with the
      provisions of Section 7.10 with respect to any agreement giving rise to
      Indebtedness shall not constitute an Event of Default unless such non-compliance
      would result in an Event of Default under Section 9.04, below; or



 
	 	 -75-	 



 



 
  
  


	          9.4     Default
      Under Other Agreements. (a) The Borrower or any of its Subsidiaries
      shall (i) default in any payment with respect to any Indebtedness (other
      than the Obligations) beyond the period of grace, if any, provided in the
      instrument or agreement under which Indebtedness was created or (ii) default
      in the observance or performance of any agreement or condition relating
      to any such Indebtedness or contained in any instrument or agreement evidencing,
      securing or relating thereto, or any other event shall occur or condition
      exist, the effect of which default or other event or condition is to cause,
      or to permit the holder or holders of such Indebtedness (or a trustee or
      agent on behalf of such holder or holders) to cause any such Indebtedness
      to become due prior to its stated maturity; or (b) any Indebtedness (other
      than the Obligations) of the Borrower or any of its Subsidiaries shall be
      declared to be due and payable, or shall be required to be prepaid other
      than by a regularly scheduled required prepayment or as a mandatory prepayment,
      in each case prior to the stated maturity thereof, provided that
      it shall not constitute an Event of Default pursuant to clause (a) or (b)
      of this Section 9.04 unless (i) in cases involving Indebtedness other than
      Earn Out Payments, the principal amount of all such Indebtedness referred
      to in clauses (a) and (b) above equals or exceeds $1,000,001 at any one
      time, (ii) in cases involving Indebtedness related to Earn Out Payments,
      the principal amount of all such Indebtedness referred to in clauses (a)
      and (b) above equals or exceeds $3,000,001 at any one time, or (iii) the
      principal amount of all Indebtedness referred to in clauses (a) and (b),
      whether related to Earn Out Payments or otherwise, equals or exceeds $3,000,001
      at any one time; or




	          9.5
           Bankruptcy, etc. The Borrower or any of its Subsidiaries shall commence
      a voluntary case concerning itself under Title 11 of the United States Code
      entitled “Bankruptcy,” as now or hereafter in effect, or any successor
      thereto (the “Bankruptcy Code”) or a proceeding under any Canadian
      Insolvency Law; or an involuntary case or proceeding is commenced against
      the Borrower or any of its Subsidiaries and the petition or proceeding is
      not controverted within 10 days, or is not dismissed within 60 days, after
      commencement of the case or proceeding; or a custodian (as defined in the
      Bankruptcy Code), receiver, court appointed monitor, trustee or the like
      is appointed for, or takes charge of, all or substantially all of the property
      of the Borrower or any of its Subsidiaries; or commences any other proceeding
      under any bankruptcy, reorganization, arrangement, adjustment of debt, relief
      of debtors, dissolution, insolvency or liquidation or similar law of any
      jurisdiction whether now or hereafter in effect relating to the Borrower
      or any of its Subsidiaries; or there is commenced against the Borrower or
      any of its Subsidiaries any such proceeding which remains undismissed for
      a period of 60 days; or the Borrower or any of its Subsidiaries is adjudicated
      insolvent or bankrupt; or an order for relief or other order approving any
      such case or proceeding is entered; or the Borrower or any of its Subsidiaries
      suffers any appointment of any custodian, receiver, court appointed monitor,
      trustee or the like for it or any substantial part of its property to continue
      undischarged or unstayed for a period of 60 days; or the Borrower or any
      of its Subsidiaries makes a general assignment for the benefit of creditors;
      or any corporate action is taken by the Borrower or any of its Subsidiaries
      for the purpose of effecting any of the foregoing; or



 
	 	 -76-	 



 



 
  
  


	          9.6     ERISA.




	                    (a)
      Any Plan shall fail to satisfy the minimum funding standard required for
      any plan year or part thereof under Section 412 of the Code or Section 302
      of ERISA or a waiver of such standard or extension of any amortization period
      is sought or granted under Section 412 of the Code or Section 303 or 304
      of ERISA, a Reportable Event shall have occurred, a contributing sponsor
      (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title
      IV of ERISA shall be subject to the advance reporting requirement of PBGC
      Regulation Section 4043.61 (without regard to subparagraph (b)(1) thereof)
      and an event described in subsection .62, .63, .64, .65, .66, .67 or .68
      of PBGC Regulation Section 4043 shall be reasonably expected to occur with
      respect to such Plan within the following 30 days, any Plan which is subject
      to Title IV of ERISA shall have had or is likely to have a trustee appointed
      to administer such Plan, any Plan which is subject to Title IV of ERISA
      is, shall have been or is likely to be terminated or to be the subject of
      termination proceedings under ERISA, any Plan shall have an Unfunded Current
      Liability, a contribution required to be made with respect to a Plan or
      a Foreign Pension Plan has not been timely made, Workflow or any Subsidiary
      of Workflow or any ERISA Affiliate has incurred or is likely to incur any
      liability to or on account of a Plan under Section 409, 502(i), 502(1),
      515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29),
      4971 or 4975 of the Code or on account of a group health plan (as defined
      in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section
      4980B of the Code, or Workflow or any Subsidiary of Workflow has incurred
      or is likely to incur liabilities pursuant to one or more employee welfare
      benefit plans (as defined in Section 3(1) of ERISA) that provide benefits
      to retired employees or other former employees (other than as required by
      Section 601 of ERISA) or Plans or Foreign Pension Plans; (b) there shall
      result from any such event or events the imposition of alien, the granting
      of a security interest, or a liability or a material risk of incurring a
      liability; and (c) such lien, security interest or liability, individually
      and/or in the aggregate, in the reasonable opinion of the Required Lenders,
      has had, or could reasonably be expected to have, a Material Adverse Effect;
      or




	          9.7     Security
      Documents. (a) Except in each case to the extent resulting from
      the negligent or willful failure of the Collateral Agent to retain possession
      of the applicable Pledged Securities, any Security Document shall cease
      to be in full force and effect, or shall cease to give the Collateral Agent
      the Liens, rights, powers and privileges purported to be created thereby
      in favor of the Collateral Agent (or such other trustee as may be required
      and desired under local law), or (b) any Credit Party shall default in the
      due performance or observance of any term, covenant or agreement on its
      part to be performed or observed pursuant to any such Security Document
      and such default shall continue unremedied for a period of at least 30 days;
      or




	          9.8     Guaranties.
      Any Guaranty or any provision thereof shall cease to be in full force and
      effect, or any Guarantor or any Person acting by or on behalf of such Guarantor
      shall deny or disaffirm such Guarantor’s obligations under its Guaranty
      or any Guarantor shall default in the due performance or observance of any
      term, covenant or agreement on its part to be performed or observed pursuant
      to its Guaranty; or



 
	 	 -77-	 



 



 
  
  


	          9.9     Judgments.
      One or more judgments or decrees shall be entered against Workflow or any
      of its Subsidiaries involving a liability (to the extent not paid or covered
      by a reputable and solvent insurance company) and such judgments or decrees
      shall not have been vacated, paid, discharged or stayed or bonded pending
      appeal within 30 days from the entry thereof, provided that it shall
      not constitute an Event of Default pursuant to this Section 9.09 unless
      (i) in cases involving judgments or decrees other than those relating to
      Earn Out Payments, the aggregate amount of such judgments and/or decrees
      equals or exceeds $1,000,001 at any one time, (ii) in cases involving judgments
      and decrees relating to Earn Out Payments, the aggregate amount of such
      judgments and decrees equals or exceeds $2,000,001 at any one time, or (iii)
      the aggregate amount of all judgments and decrees, whether related to Earn
      Out Payments or otherwise, equals or exceeds $2,000,001 at any one time;
      or




	          9.10     Change
      of Control. A Change of Control shall occur; or




	          9.11     Chief
      Executive Officer. The Borrower shall fail to engage a permanent
      (rather than an interim) chief executive officer (or other Person charged
      with the management of the business of the Borrower and its Subsidiaries)
      reasonably acceptable to the Agent and the Required Lenders on or before
      April 30, 2003.




	then, and in any such event, and at any time thereafter,
      if any Event of Default shall then be continuing, the Agent shall, upon
      the written request of the Required Lenders, by written notice to the Borrower,
      take any or all of the following actions, without prejudice to the rights
      of the Agent or any Lender to enforce its claims against any Guarantor or
      the Borrower (provided, that if an Event of Default specified in Section
      9.05 shall occur with respect to the Borrower, the result which would occur
      upon the giving of written notice by the Agent as specified in clauses (i)
      and (ii) below shall occur automatically without the giving of any such
      notice): (i) declare the Total Revolving Commitment terminated, whereupon
      the Revolving Commitment of each Lender shall forthwith terminate immediately
      and any accrued Facility Fees shall forthwith become due and payable without
      any other notice of any kind; (ii) declare the principal of, and any accrued
      interest in respect of all Loans and all other Obligations owing hereunder
      (including Unpaid Drawings) to be, whereupon the same shall become, forthwith
      due and payable without presentment, demand, protest or other notice of
      any kind, all of which are hereby waived by the Borrower; (iii) enforce,
      as Collateral Agent (or direct the Collateral Agent to enforce), any or
      all of the Liens and security interests created pursuant to the Security
      Documents; (iv) terminate any Letter of Credit which may be terminated in
      accordance with its terms; (v) direct Workflow to pay (and Workflow hereby
      agrees upon receipt of such notice, or upon the occurrence of any Event
      of Default specified in Section 9.05, to pay) to the Collateral Agent at
      the appropriate Payment Office such additional amounts of cash, to be held
      as security for Workflow’s reimbursement obligations in respect of
      Letters of Credit then outstanding, equal to the aggregate Stated Amount
      of all Letters of Credit then outstanding; and (vi) apply any cash collateral
      held pursuant to Section 4.02 to the repayment of the Obligations.




	          SECTION
      10      Definitions. As used herein, the following terms shall have
      the meanings herein specified unless the context otherwise requires. Defined
      terms in this Agreement shall include in the singular number the plural
      and in the plural the singular:




	          “Accounts”
      means “accounts” as defined in the UCC and the “PPSA”,
      and also all: accounts, accounts receivable, receivables, and rights to
      payment (whether or not earned by performance) for: property that has been
      or is to be sold, leased, licensed, assigned, or otherwise 



 
	 	 -78-	 



 



 
  
  


	disposed of; services rendered or to be rendered; a policy
      of insurance issued or to be issued; a secondary obligation incurred or
      to be incurred; or arising out of the use of a credit or charge card or
      information contained on or used with that card.




	          “Additional
      Subordinated Indebtedness” shall have the meaning provided in Section
      8.04(h).




	          “Advance
      Rate” shall mean the applicable percentage of Eligible Accounts, Eligible
      Inventory and of the Orderly Liquidation Value of Eligible Fixed Assets,
      respectively, from time to time utilized in the calculation of the Borrowing
      Base.






	          “Affiliate”
      shall mean, with respect to any Person, any other Person directly or indirectly
      controlling (including but not limited to all directors and officers of
      such Person), controlled by, or under direct or indirect common control
      with such Person. A Person shall be deemed to control a corporation if such
      Person possesses, directly or indirectly, the power (i) to vote 5% or more
      of the securities having ordinary voting power for the election of directors
      of such corporation or (ii) to direct or cause the direction of the management
      and policies of such corporation, whether through the ownership of voting
      securities, by contract or otherwise.






	          “Agent”
      shall have the meaning provided in the first paragraph of this Agreement
      and shall include any successor to the Agent appointed pursuant to Section
      11.10.






	          “Aggregate
      Revolving Credit Exposure” shall mean, at any time, the sum of (I)
      the aggregate principal amount of all Revolving Loans then outstanding,
      plus (II) the aggregate principal amount of all Swingline Loans then outstanding
      plus (III) the aggregate amount of all Letter of Credit Outstandings at
      such time.






	          “Agreement”
      shall mean this Second Amended and Restated Credit Agreement, as the same
      may be from time to time modified, amended and/or supplemented.




	          “Anticipated
      Reinvestment Amount” shall mean, with respect to any Reinvestment Election,
      the amount specified in the Reinvestment Notice delivered by Workflow in
      connection therewith as the amount of the Net Insurance Proceeds from the
      related Recovery Event that Workflow and/or its Subsidiaries intend to use
      to purchase or construct Reinvestment Assets in respect of the asset subject
      to such Recovery Event. In no event shall the Anticipated Reinvestment Amount
      exceed $5,000,000 in the aggregate with respect to all Recovery Events after
      the Effective Date, unless the Required Lenders otherwise agree.






	          “Applicable
      Facility Fee Percentage” shall mean the percentage determined in accordance
      with the schedule below based on the Senior Leverage Ratio of Workflow for
      the Test Period then last ended and as determined from the most recent financial
      statements of Workflow (and related compliance certificate) timely delivered
      to the Lenders pursuant to Section 7.01(a) or (b), as the case may be, provided
      that so long as any Default or Event of Default then exists, the Applicable
      Facility Fee Percentage shall be equal to the highest percentage set forth
      in the table below:





	 	 	 
	 	Senior Leverage
      Ratio	Applicable

      Facility Fee Percentage
	 	Greater than or equal to 3.0:1	0.500%
	 	Less than 3.0:1 but greater than
      or equal to 2.5:1	0.400%
	 	Less than 2.5:1 but greater than
      or equal to 2.0:1	0.375%


 
	 	 -79-	 



 



 
  
  
		
	 	Less than 2.0:1	0.300%




	          “Applicable
      Currency” shall mean, with respect to any Obligations, Dollars.




	          “Asset
      Sale” shall mean the sale, transfer or other disposition (or series
      of related sales, transfers or dispositions) by Workflow or any Subsidiary
      of Workflow after the Effective Date to any Person other than Workflow or
      any Subsidiary of Workflow of any asset of Workflow or such Subsidiary (other
      than sales, transfers or other dispositions in the ordinary course of business
      of inventory and/or obsolete or worn-out equipment) including, without limitation,
      any sale of a Subsidiary by Workflow, whether by way of the sale of the
      stock, or the assets, of such Subsidiary.






	          “Assignment
      and Assumption Agreement” shall have the meaning provided in Section
      12.04(b).




	          “Authorized
      Financial Officer” shall mean the chief financial officer, the treasurer,
      any assistant treasurer, director of financial reporting, or the corporate
      controller of Workflow or DBF, as appropriate.






	          “Bankruptcy
      Code” shall have the meaning provided in Section 9.05.






	          “Base
      Rate” shall mean, at any time, the higher of (x) the rate which is
      1/2 of 1% in excess of the Federal Funds Effective Rate and (y) the Prime
      Lending Rate.




	          “Base
      Rate Loan” shall mean (i) each Swingline Loan; (ii) each Revolving
      Loan designated or deemed designated as such by Workflow at the time of
      the incurrence thereof or conversion thereto and (iii) each Term Loan designated
      or deemed designated as such by Workflow at the time of the incurrence thereof
      or conversion thereto.






	          “Benefited
      Lender” shall have the meaning provided in Section 12.06(b).






	          “Borrower”
      shall have the meaning provided in the first paragraph of this Agreement.




	          “Borrower’s
      Advisors” shall have the meaning set forth in Section 7.19 hereof.




	          “Borrowing”
      shall mean and include (i) the incurrence of Swingline Loans from Fleet
      on a given date, (ii) the incurrence of one Type of Revolving Loan by Workflow
      from all of the Lenders on a pro rata basis on a given date (or resulting
      from conversions on a given date), having in the case of Eurodollar Loans
      the same Interest Period, provided, that Base Rate Loans that are Revolving
      Loans incurred pursuant to Section 1.11(b) shall be considered part of any
      related Borrowing of Eurodollar Loans that are Revolving Loans, (iii) the
      incurrence of one Type of Term A Loan by Workflow from all of the Term A
      Lenders on a pro rata basis on the Effective Date (or resulting from
      conversion on a given date), having in the case of Eurodollar Loans the
      same Interest Period, provided, that Base Rate Loans that are Term A Loans
      incurred pursuant to Section 1.11(b) shall be construed part of any related
      Borrowing of Eurodollar Loans that are Term A Loans, or (iv) the incurrence
      of one Type of Term B Loan by Workflow from all of the Term B Lenders on
      a pro rata basis on the Effective Date (or resulting from conversion
      on a given date), having in the case of Eurodollar Loans the same Interest
      Period, provided, that Base Rate Loans that are Term B Loans incurred pursuant
      to Section 1.11(b) shall be construed part of any related Borrowing of Eurodollar
      Loans that are Term B Loans.





 
	 	 -80-	 



 



 
  
  


	          “Borrowing
      Base” means, at any time of calculation, an amount equal to the sum
      of:




	(a)    	 Eighty percent (80%) (or such lesser
      percentage as the Agent from time to time may reasonably determine) of the
      face amount of Eligible Accounts; plus






	(b)   
      	 Fifty percent (50%) (or such lesser
      percentage as the Agent from time to time may reasonably determine) of Eligible
      Inventory; plus






	(c)   
      	 The lesser of (i) the Fixed Asset Advance,
      or (ii) 70% (or such lesser percentage as the Agent from time to time may
      reasonably determine) of the Orderly Liquidation Value of Eligible Fixed
      Assets; minus






	(d)    	 Then existing Reserves.






	          “Business
      Day” shall mean (i) for all purposes other than as covered by clauses
      (ii) and (iii) below, any day excluding Saturday, Sunday and any day which
      shall be in Boston, Massachusetts a legal holiday or a day on which banking
      institutions are authorized by law or other governmental actions to close,
      and (ii) with respect to all notices and determinations in connection with,
      and payments of principal and interest on, Eurodollar Loans, any day which
      is a Business Day described in clause (i) above and which is also a day
      for trading by and between banks in U.S. dollar deposits in the interbank
      Eurodollar market.






	          “Canadian
      Credit Party” shall mean DBF and each other Subsidiary of Workflow
      from time to time organized under the laws of Canada or any province thereof.




	          “Canadian
      Dollars” and “Cdn” shall mean freely and transferable lawful
      money of Canada.




	          “Canadian
      Guaranty” shall have the meaning set forth in Section 5.10(b).




	          “Canadian
      Insolvency Laws” means the Bankruptcy and Insolvency Act (Canada),
      the Companies’ Creditors Arrangement Act (Canada) and any other
      applicable law in Canada relating to liquidation, winding up, reorganization,
      arrangement, adjustment, protection, relief or composition of a borrower
      or its debts under any law relating to bankruptcy, insolvency, reorganization
      or relief of debtors.






	          “Canadian
      Security Agreement” shall have the meaning provided in Section 5.11(b).




	          “Capital
      Expenditure Amount” shall mean, as at the last day of period set forth
      in the table below, on a cumulative basis, the aggregate cumulative amount
      set forth opposite such period:





		
      

    
		Period	Capital Expenditure Amount
		
      

    
		Six month period ending 

      April 30, 2003	$3,000,000
		
      

    
		Fiscal year ending April 

      30, 2004	$7,000,000
		
      

    


 
	 	 -81-	 



 



 
  
  

		
      

    
		Fiscal year ending April 

      30, 2005	$8,000,000
		
      

    
		Two month period 

      ending June 30, 2005	$1,500,000
		
      

    




	          “Capital
      Lease,” as applied to any Person, shall mean any lease of any property
      (whether real, personal or mixed) by that Person as lessee which, in conformity
      with GAAP, is accounted for as a capital lease on the balance sheet of that
      Person.






	          “Capitalized
      Lease Obligations” shall mean all obligations under Capital Leases
      of Workflow or any of its Subsidiaries in each case taken at the amount
      thereof accounted for as liabilities in accordance with GAAP.






	          “Cash
      Equivalents” shall mean (i) securities issued or directly and fully
      guaranteed or insured by the United States of America or any agency or instrumentality
      thereof (provided, that the full faith and credit of the United States of
      America is pledged in support thereof) having maturities of not more than
      six months from the date of acquisition, (ii) Dollar denominated time deposits,
      certificates of deposit and bankers acceptances of (x) any Lender or (y)
      any bank whose short-term commercial paper rating from Standard & Poor’s
      Ratings Service (“S&P”) is at least A-1 or the equivalent
      thereof or from Moody’s Investors Service, Inc. (“Moody’s”)
      is at least P-1 or the equivalent thereof (any such bank or Lender, an “Approved
      Lender”), in each case with maturities of not more than six months
      from the date of acquisition, (iii) commercial paper issued by any Approved
      Lender or by the parent company of any Approved Lender and commercial paper
      issued by, or guaranteed by, any industrial or financial company with a
      short-term commercial paper rating of at least A-1 or the equivalent thereof
      by S&P or at least P-1 or the equivalent thereof by Moody’s, or
      guaranteed by any industrial company with a long term unsecured debt rating
      of at least A or A2, or the equivalent of each thereof, from S&P or
      Moody’s, as the case may be, and in each case maturing within six months
      after the date of acquisition, (iv) marketable direct obligations issued
      by any state of the United States of America or any political subdivision
      of any such state or any public instrumentality thereof maturing within
      six months from the date of acquisition thereof and, at the time of acquisition,
      having one of the two highest ratings obtainable from either S&P or
      Moody’s, (v) repurchase obligations with a term of not more than seven
      days for underlying securities of the type described in clause (i) above
      and entered into with any Approved Lender, (vi) investments in money market
      funds substantially all the assets of which are comprised of securities
      of the types described in clauses (i) through (v) above and (vii) in the
      case of any Subsidiary of Workflow organized under the laws of Canada or
      any province thereof, (A) government obligations of Canada having maturities
      of not more than six months from the date of acquisition and (B) Canadian
      Dollar denominated time deposits, certificates of deposit and banker’s
      acceptances of any Approved Lender, in each case with maturation of not
      more than six months from the date of acquisition.






	          “Cash
      Proceeds” shall mean, (i) with respect to any Asset Sale, the aggregate
      cash payments (including any cash as and when received by way of deferred
      payment pursuant to a promissory note, receivable or otherwise) received
      by Workflow and/or any Subsidiary of Workflow from such Asset Sale, and
      (ii) with respect to any Recovery Event, the aggregate cash payments received
      by Workflow and/or any Subsidiary of Workflow from such Recovery Event.






	          “Change
      of Control” shall mean if (a) any “person” or “group”
      (as such terms are used in Sections 13(d) and 14(d) of the Securities and
      Exchange Act of 1934, as amended and in effect) (i) is or shall become the
      “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under
      the Securities and Exchange Act of 1934, as amended and in effect), directly
      or indirectly, of greater than 50% on a fully diluted basis of the voting
      and economic interests of Workflow or (ii) shall 



 
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	have obtained the power (whether or not exercised) to elect
      a majority of Workflow’s directors or (b) the Board of Directors of
      Workflow shall cease to consist of a majority of Continuing Directors.




	          “Code”
      shall mean the Internal Revenue Code of 1986, as amended from time to time,
      and the regulations promulgated and rulings issued thereunder. Section references
      to the Code are to the Code, as in effect at the date of this Agreement
      and any subsequent provisions of the Code, amendatory thereof, supplemental
      thereto or substituted therefor.






	          “Collateral”
      shall mean all of the Collateral as defined in (or subject to the security
      interest of) each of the Security Documents, as well as all cash and Cash
      Equivalents delivered as collateral pursuant to this Agreement.






	          “Collateral
      Agent” shall mean the Agent acting as collateral agent for the Secured
      Creditors.




	          “Compliance
      Certificate” has the meaning provided in Section 7.01(e).






	          “Consolidated
      Capital Expenditures” shall mean, for any period, the aggregate of
      all expenditures (whether paid in cash or accrued as liabilities and including
      in all events all amounts expended or capitalized under Capital Leases but
      excluding any amount representing capitalized interest) by Workflow and
      its Subsidiaries during that period that, in conformity with GAAP, are or
      are required to be included in the property, plant or equipment reflected
      in the consolidated balance sheet of Workflow and its Subsidiaries, provided
      that Consolidated Capital Expenditures shall in any event include the purchase
      price paid in connection with the acquisition of any Person (including through
      the purchase of all of the capital stock or other ownership interests of
      such Person or through merger or consolidation) to the extent allocable
      to property, plant and equipment.






	          “Consolidated
      EBIT” shall mean, for any period with respect to any Person, Consolidated
      Net Income of such Person, before (i) Restructuring Costs, (ii) interest
      income, (iii) Consolidated Interest Expense, and (iv) provision for taxes
      and without giving effect to any extraordinary gains or extraordinary losses
      or gains from sales of assets (other than sales of inventory in the ordinary
      course of business).






	          “Consolidated
      EBITDA” shall mean, for any period with respect to any Person, Consolidated
      EBIT of such Person for such period, adjusted by adding thereto the amount
      of all depreciation expense and amortization expense deducted in determining
      such Consolidated EBIT for such period.






	          “Consolidated
      Interest Coverage Ratio” shall mean, for any period, the ratio of Consolidated
      EBITDA to Consolidated Interest Expense for such period.






	          “Consolidated
      Interest Expense” shall mean, for any period with respect to any Person,
      the total interest expense (including that attributable to Capital Leases
      in accordance with GAAP) required to be paid in cash by such Person determined
      on a consolidated basis with respect to all outstanding Indebtedness of
      such Person, including, without limitation, all commissions, discounts and
      other fees and charges owed with respect to letters of credit and bankers’
      acceptance financing, but excluding, however, amortization of deferred financing
      costs to the extent included in total interest expense.





 
	 	 -83-	 



 



 
  
  


	          “Consolidated
      Net Income” shall mean, for any period with respect to any Person,
      the net income (or loss), after provision for taxes, of such Person on a
      consolidated basis (but after deduction for minority interests) for such
      period taken as a single accounting period, provided that (i) the net income
      (but not loss) of any Person that is not a Subsidiary of Workflow or that
      is accounted for by Workflow by the equity method of accounting shall be
      included only to the extent of such amount of cash dividends or distributions
      paid to Workflow or a Wholly-Owned Subsidiary thereof, and (ii) the net
      income of any Subsidiary of Workflow shall be excluded to the extent that
      the declaration or payment of dividends or distributions by such Subsidiary
      of that net income is not as at the date of determination permitted by operation
      of the terms of its charter or any agreement, instrument, judgment, decree,
      order, statute, law, rule or governmental regulation.






	          “Contingent
      Obligations” shall mean, as to any Person, any obligation of such Person
      guaranteeing or intended to guarantee any Indebtedness, leases, dividends
      or other obligations (“primary obligations”) of any other Person
      (the “primary obligor”) in any manner, whether directly or indirectly,
      including, without limitation, any obligation of such Person, whether or
      not contingent, (a) to purchase any such primary obligation or any property
      constituting direct or indirect security therefor, (b) to advance or supply
      funds (x) for the purchase or payment of any such primary obligation or
      (y) to maintain working capital or equity capital of the primary obligor
      or otherwise to maintain the net worth or solvency of the primary obligor,
      (c) to purchase property, securities or services primarily for the purpose
      of assuring the owner of any such primary obligation of the ability of the
      primary obligor to make payment of such primary obligation or (d) otherwise
      to assure or hold harmless the owner of such primary obligation against
      loss in respect thereof; provided, however, that the term Contingent Obligation
      shall not include endorsements of instruments for deposit or collection
      in the ordinary course of business. The amount of any Contingent Obligation,
      shall be deemed to be an amount equal to the stated or determinable amount
      of the primary obligation in respect of which such Contingent Obligation
      is made or, if not stated or determinable, the maximum reasonably anticipated
      liability in respect thereof (assuming such Person is required to perform
      thereunder) as determined by such Person in good faith.






	          “Continuing
      Directors” shall mean the directors of Workflow on the Effective Date
      and each other director thereof if such director’s nomination for the
      election to the Board of Directors of Workflow is recommended by a majority
      of the then Continuing Directors.






	          “Credit
      Documents” shall mean this Agreement, each Note, each Guaranty, the
      Warrants, and each Security Document.






	          “Credit
      Event” shall mean (i) the occurrence of the Effective Date and (ii)
      the making of a Loan or the issuance of a Letter of Credit.






	          “Credit
      Party” shall mean each U.S. Credit Party, each Canadian Credit Party
      and each other Foreign Subsidiary of Workflow that is required to execute
      a Credit Document pursuant to this Agreement.






	          “DBF”
      shall mean Data Business Forms Limited, a corporation organized and existing
      under the laws of Ontario.






	          “Default”
      shall mean any event, act or condition which with notice or lapse of time,
      or both, would constitute an Event of Default.





 
	 	 -84-	 



 



 
  
  


	          “Defaulting
      Lender” shall mean any Lender with respect to which a Lender Default
      is in effect.




	          “Dividends”
      shall have the meaning provided in Section 8.07.






	          “Dollar
      Equivalent” of an amount denominated in currency other than Dollars
      shall mean, at any time for the determination thereof, the amount of Dollars
      which could be purchased with the amount of such other currency involved
      in such computation at the spot exchange rate therefor as quoted by the
      Agent as of 11:00 A.M. (Boston time) on the date two Business Days prior
      to the date of any determination thereof for purchase on such date.






	          “Dollar
      Percentage” of any Lender at any time shall mean a fraction (expressed
      as a percentage) the numerator of which is the Revolving Commitment of such
      Lender at such time and the denominator of which is the Total Revolving
      Commitments of all Lenders at such time. Notwithstanding anything to the
      contrary contained above, if the Dollar Percentage of any Lender is to be
      determined after the Total Revolving Commitment has been terminated, then
      the Dollar Percentages of the Lenders shall be determined immediately prior
      (and without giving effect) to such termination.






	          “Dollars”
      and the sign “$” shall each mean freely transferable lawful money
      of the United States.




	          “Domestic
      Subsidiary” shall mean each Subsidiary of Workflow which is not a Foreign
      Subsidiary.




	          “Earn
      Out Payments” means the amounts owed or to become due, if any, to the
      Persons described on Schedule 7.13 hereto pursuant to the agreements in
      which the Borrower or any of its Subsidiaries previously acquired the business
      of such Person, which Earn Out Payments are generally based upon the financial
      performance of the acquired entity.






	          “Effective
      Date” shall have the meaning provided in Section 12.10.






	          “Eligible
      Accounts” means those of the Credit Parties’Accounts in which
      the Agent and the Lenders have a valid and perfected first priority Lien,
      which have been fully earned by performance, and which the Agent deems eligible
      for borrowing, but excluding, without limitation, each of the following
      Accounts:






	                    (a)
      Any Account which has been outstanding for more than 90 days from the invoice
      date.




	                    (b)
      Any Account which is owed by any account debtor if twenty-five percent or
      more of the Accounts due from such account debtor exceed the limitations
      on eligibility described in subparagraph (a), above.




	                    (c)
      Any Accounts of an account debtor to the extent by which the aggregate of
      the Accounts of such account debtor exceed five percent of all Eligible
      Accounts.




	                    (d)
      Any Account to the extent that the subject account debtor claims any offset
      counterclaim, chargeback, or is otherwise disputed.



 
	 	 -85-	 



 



 
  
  


	                    (e)
      Any Account as to which the principal place of business of the subject account
      debtor is not within the United States or Canada.




	                    (f)
      Any Account which arises out of any sale made on a basis other than upon
      terms usual to the business of the applicable Credit Party.




	                    (g)
      Any Account which is owed by any Subsidiary or other Affiliate.




	                    (h)
      Any Account as to which the account debtor has filed a petition for relief
      under the federal Bankruptcy Code or Canadian Insolvency Laws or made an
      assignment for the benefit of creditors; or if any petition or other application
      for relief under the Bankruptcy Code or Canadian Insolvency Laws has been
      filed against the account debtor; or if the account debtor has failed, suspended
      its business operations, become insolvent, or suffered a receiver or trustee
      to be appointed for any of its assets or affairs; or if the account debtor
      is generally not paying its debts as they become due.




	                    (i)
      Any Account which is on a bill-and-hold, sale and return, sale on approval,
      consignment, or any other repurchase or return basis.




	                    (j)
      Any Account as to which the Agent reasonably believes the collection of
      such Account is insecure or that such Account may not be paid by reason
      of the account debtor’s financial inability to pay.




	                    (k)
      Any Account as to which the account debtor is the United States of America
      or any department, agency, or instrumentality thereof, unless the Borrower
      assigns its right to payment of such Account to the Agent in accordance
      with the terms of the Assignment of Claims Act of 1940, as amended (31 U.S.C.
      ss.3727).




	                    (l)
      Any Account which constitutes a Postage Receivable.




	                    (m)
      Any other Account which the Agent, in its reasonable discretion, deems ineligible
      for borrowing.




	          “Eligible
      Fixed Assets” means such of the Credit Parties’ Real Property
      (other than fixtures and Leaseholds) and Equipment (excluding motor vehicles
      and computer equipment) in which the Agent and the Lenders have a valid
      and perfected first priority Lien, subject to Permitted Encumbrances and
      Permitted Liens of the type described in clauses (a), (g), and (n) of Section
      8.03, as the case may be, (i) as to which Equipment is in good working order
      and is then being used in the conduct of the Credit Parties’ business
      in the ordinary course, and (ii) as to which Real Property, (A) the applicable
      Credit Party shall have delivered to the Agent Mortgage Policies, environmental
      studies, appraisals, and other real estate items, as required by, and reasonably
      satisfactory to, the Agent, including, but not limited to, those items required
      by FIRREA, (B) the Real Property is then being used by a Credit Party for
      offices, warehouse facilities, or as a manufacturing plant and is not vacant;
      and (C) the applicable Credit Party is in material compliance with the representations,
      warranties and covenants set forth in the Mortgage relating to such property.





 
	 	 -86-	 



 



 
  
  


	          “Eligible
      Inventory” means such of the Borrower’s and Guarantors’ raw
      material and finished goods inventory in which the Agent and the Lenders
      have a valid and perfected first priority Lien, which is not obsolete or
      unmerchantable, and as the Agent from time to time deems eligible for borrowing
      in its reasonable discretion. Eligible Inventory shall be valued at the
      lower of cost (calculated on a “first-in first-out” (FIFO) basis)
      or market value. Eligible Inventory shall in no event include work-in-process,
      spare parts, or supplies.






	          “Eligible
      Transferee” shall mean and include a commercial bank, financial institution,
      any fund that invests in loans or any other “accredited investor”
      (as defined in SEC Regulation D).






	          “Environmental
      Claims” shall mean any and all administrative, regulatory or judicial
      actions, suits, demands, demand letters, claims, liens, notices of non-compliance
      or violation, investigations or proceedings relating in any way to any Environmental
      Law (hereafter “Claims”) or any permit issued under any such law,
      including, without limitation, (a) any and all Claims by governmental or
      regulatory authorities for enforcement, cleanup, removal, response, remedial
      or other actions or damages pursuant to any applicable Environmental Law,
      and (b) any and all Claims by any third party seeking damages, contribution,
      indemnification, cost recovery, compensation or injunctive relief resulting
      from Hazardous Materials or arising from alleged injury or threat of injury
      to health, safety or the environment.






	          “Environmental
      Law” shall mean any federal, state, foreign or local statute, law,
      rule, regulation, ordinance, code, policy or rule of common law now or hereafter
      in effect and in each case as amended, and any judicial or administrative
      interpretation thereof, including any judicial or administrative order,
      consent, decree or judgment, relating to the environment, health, safety
      or Hazardous Materials, including, without limitation, CERCLA, RCRA, the
      Federal Water Pollution Control Act, as amended, 33 U.S.C. ss. 1251 et
      seq., the Toxic Substances Control Act, 15 U.S.C. ss. 7401 et seq.,
      the Clean Air Act, 42 U.S.C. ss. 7401 et seq., the Safe Drinking
      Water Act, 42 U.S.C. ss. 3808 et seq., the Oil Pollution Act of 1990,
      33 U.S.C. ss. 2701 et seq., the Emergency Planning and the Community
      Right-to-Know Act of 1986, 42 U.S.C. ss. 11001 et seq., the Hazardous
      Material Transportation Act, 49 U.S.C. ss. 1801 et seq., the Occupational
      Safety and Health Act, 29 U.S.C. ss. 651 et seq., and any applicable
      state and local or foreign counterparts or equivalents. 






	          “Equipment”
      means “equipment” as defined in the UCC and PPSA, and also all
      furniture, store fixtures, motor vehicles, rolling stock, machinery, office
      equipment, plant equipment, tools, dies, molds, and other similar goods,
      property, and assets which are owned by the Credit Parties and used and/or
      were purchased for use in the operation or furtherance of their business,
      and any and all accessions or additions thereto, and substitutions therefor.






	          “ERISA”
      shall mean the Employee Retirement Income Security Act of 1974, as amended
      from time to time, and the regulations promulgated and rulings issued thereunder.
      Section references to ERISA are to ERISA, as in effect at the date of this
      Agreement and any subsequent provisions of ERISA, amendatory thereof, supplemental
      thereto or substituted therefor.






	          “ERISA
      Affiliate” shall mean each person (as defined in Section 3(9) of ERISA)
      which together with Workflow or a Subsidiary of Workflow would be deemed
      to be a “single employer” (i) within the meaning of Section 414(b),
      (c), (m) or (o) of the Code or (ii) as a result of Workflow or a Subsidiary
      of Workflow being or having been a general partner of such person.






	          “Eurodollar
      Loans” shall mean each Revolving Loan and Term Loan designated as such
      by Workflow of the time of incurrence thereof or conversion thereto.



 
	 	 -87-	 



 



 
  
  


	          “Eurodollar
      Rate” shall mean, with respect to each Interest Period for a Eurodollar
      Loan, (i) the arithmetic average (rounded to the nearest 1/100 of 1%) of
      the offered quotations to first-class banks in the interbank Eurodollar
      market by the Agent for Dollar deposits of amounts in same day funds comparable
      to the outstanding principal amount of the Eurodollar Loan of the Agent
      for which an interest rate is then being determined with maturities comparable
      to the Interest Period to be applicable to such Eurodollar Loan, determined
      as of 10:00 A.M. (New York time) on the date which is two Business Days
      prior to the commencement of such Interest Period divided (and rounded upward
      to the next whole multiple of 1/16 of 1%) by (ii) a percentage equal to
      100% minus the then stated maximum rate of all reserve requirements (including,
      without limitation, any marginal, emergency, supplemental, special or other
      reserves) applicable to any member bank of the Federal Reserve System in
      respect of Eurocurrency liabilities as defined in Regulation D (or any successor
      category of liabilities under Regulation D).






	          “Event
      of Default” shall have the meaning provided in Section 9.






	          “Excess
      Liquidity” means, as of any time of calculation, the difference between
      (a) the average Liquidity of the Credit Parties taken as a whole for the
      twenty (20) Business Days immediately prior to the date of calculation,
      and (b) $10,000,000 (but in no event less than zero).






	          “Existing
      Credit Agreement” shall mean the Amended and Restated Credit Agreement,
      dated as of March 10, 2000, among the Borrower, DBF, the “Lenders”
      as defined therein, Fleet National Bank as “Administrative Agent”
      as defined therein, Bank One, N.A., as Syndication Agent, and FleetBoston
      Robertson Stephens Inc, as Arranger, as amended, restated, modified and
      in effect immediately prior to the Effective Date.






	          “Existing
      Debt” shall have the meaning provided in Section 6.21.






	          “Existing
      Indebtedness Agreements” shall have the meaning provided in Section
      5.15(vi).




	          “Extraordinary
      Liquidity Event” means the receipt by any Credit Party of proceeds
      from tax refunds or of a capital event, or other receipts not projected
      in the Borrower’s business plan other than from increased sales arising
      from the normal course operations of their business, Asset Sales, Recovery
      Events, from the issuance of Equity Securities or incurrence of Indebtedness
      for borrowed money.






	          “Facility
      Fee” shall have the meaning provided in Section 3.01(a).






	          “Facing
      Fee” shall have the meaning provided in Section 3.01(c).






	          “Federal
      Funds Effective Rate” shall mean, for any period, a fluctuating interest
      rate equal for each day during such period to the weighted average of the
      rates on overnight Federal Funds transactions with members of the Federal
      Reserve System arranged by Federal Funds brokers, as published for such
      day (or, if such day is not a Business Day, for the next preceding Business
      Day) by the Federal Reserve Lender of New York, or, if such rate is not
      so published for any day which is a Business Day, the average of the quotations
      for such day on such transactions received by the Agent from three Federal
      Funds brokers of recognized standing selected by the Agent.






	          “Fees”
      shall mean all amounts payable pursuant to, or referred to in, Section 3.01.



 
	 	 -88-	 



 



 
  
  


	          “Final
      Maturity Date” shall mean June 30, 2005.






	          “FIRREA”
      means The Financial Institutions Reform, Recovery and Enforcement Act of
      1989, as amended, and the rules and regulations adopted pursuant thereto.




	          “Fixed
      Asset Advance” means the following amounts for the following periods:




	Period	Fixed Asset Advance
	  	Effective Date through June 30,
      2004	 	$10,000,000	 
	 	 	 	 	 
	 	July 1, 2004 through July 31,
      2004	 	$9,166,667	 
	 	 	 	 	 
	 	August 1, 2004 through August
      31, 

      2004	 	$8,333,334	 
	 	 	 	 	 
	 	September 1, 2004 through 

      September 30, 2004	 	$7,500,000	 
	 	 	 	 	 
	 	October 1, 2004 through October
      31, 

      2004	 	$6,666,668	 
	 	 	 	 	 
	 	November 1, 2004 through 

      November 30, 2004	 	$5,833,335	 
	 	

    	 	 	 
	 	December 1, 2004 through December
      

      31, 2004	 	$5,000,000	 
	 	 	 	 	 
	 	January 1, 2005 through January
      31, 

      2005	 	$4,166,667	 
	 	 	 	 	 
	 	February 1, 2005 through February
      

      28, 2005	 	$3,333,334	 
	 	 	 	 	 
	 	March 1, 2005 through March 31,
      

      2005	 	$2,500,000	 
	 	 	 	 	 
	 	April 1, 2005 through April 30,
      2005	 	$1,666,667	 
	 	 	 	 	 
	 	May 1, 2005 through May 31, 2005	 	$833,334	 
	 	 	 	 	 
	 	From and after June 1, 2005	 	$0	 




	          “Fixed
      Charge Ratio” for any Person shall mean, as to any period, the ratio
      of (i) the sum of (A) Consolidated EBITDA, plus (B) Net Cash Proceeds from
      Asset Sales to the extent not included in Consolidated EBITDA , plus (C)
      proceeds from Insider Notes to the extent not included in Consolidated EBITDA,
      to (ii) the sum of (A) Consolidated Interest Expense during such period
      (net of cash interest income), plus (B) principal payments (including mandatory
      prepayments) required to be made on account of Term A Loan during such period,
      plus (C) cash Earn Out Payments actually made during such period, plus (D)
      net payments on account of Interest Rate Protection Agreements actually
      made during such period, plus (E) Consolidated Capital Expenditures made
      during such period, plus (F) income, franchise and other taxes paid in 



 
	 	 -89-	 



 



 
  
  


	cash during such period, in each case determined in accordance
      with GAAP (excluding the one-time United States and Canadian income taxes
      which will accrue in 2003 from the collateralization of the Loans with the
      assets and stock of DBF).




	          “Fleet”
      shall mean Fleet National Bank and any successor corporation thereto by
      merger, consolidation or otherwise.






	          “Foreign
      Pension Plan” shall mean any plan, fund (including, without limitation,
      any superannuation fund) or other similar program established or maintained
      outside the United States of America by Workflow or any one or more of its
      Subsidiaries primarily for the benefit of employees of Workflow or such
      Subsidiaries residing outside the United States of America, which plan,
      fund or other similar program provides, or results in, retirement income,
      a deferral of income in contemplation of retirement or payments to be made
      upon termination of employment, and which plan is not subject to ERISA or
      the Code.






	          “Foreign
      Subsidiary” shall mean each Subsidiary of Workflow that is incorporated
      under the laws of any jurisdiction other than the United States of America
      or any State thereof.






	          “GAAP”
      shall mean generally accepted accounting principles in the United States
      of America as in effect from time to time; it being understood and agreed
      that determinations in accordance with GAAP for purposes of Section 8, including
      defined terms as used therein, are subject (to the extent provided therein)
      to Section 12.07(a).






	          “Guarantor”
      shall mean and include the Canadian Credit Parties and, without duplication,
      each Subsidiary Guarantor.






	          “Guaranty”
      shall mean and include each of the U.S. Subsidiaries Guaranty, the Canadian
      Guaranty, and each other guaranty required to be executed pursuant to Section
      8.12.






	          “Hazardous
      Materials” shall mean (a) any petrochemical or petroleum products,
      radioactive materials, asbestos in any form that is or could become friable,
      urea formaldehyde foam insulation, transformers or other equipment that
      contain dielectric fluid containing levels of polychlorinated biphenyls,
      and radon gas, (b) any chemicals, materials or substances defined as or
      included in the definition of “hazardous substances,” “hazardous
      wastes,” “hazardous materials,” “restricted hazardous
      materials,” “extremely hazardous wastes,” “restrictive
      hazardous wastes,” “toxic substances,” “toxic pollutants,”
      “contaminants” or “pollutants,” or words of similar
      meaning and regulatory effect under any applicable Environmental Law and
      (c) any other chemical, material or substance, the Release of which is prohibited,
      limited or regulated by any applicable Environmental Law.






	          “Indebtedness”
      shall mean, as to any Person, without duplication, (i) all indebtedness
      of such Person for borrowed money, (ii) the deferred purchase price of assets
      or services payable to the sellers thereof or any of such seller’s
      assignees which in accordance with GAAP would be shown on the liability
      side of the balance sheet of such Person, (iii) the face amount of all letters
      of credit, bankers’ acceptances and similar obligations issued and
      outstanding for the account of such Person and, without duplication, all
      drafts drawn thereunder, (iv) all Indebtedness of a second Person secured
      by any Lien on any property owned by such first Person, whether or not such
      Indebtedness has been assumed (provided that if such Indebtedness has not
      been assumed, such amount shall be equal to the fair market value of the
      property subject to such Lien), (v) all Capitalized Lease Obligations of
      such Person, (vi) all obligations of such Person to pay a specified purchase
      price for goods or services whether or not delivered or accepted, i.e.,
      take-or-pay and similar obligations, (vii) all net obligations of such Person
      under Interest Rate Protection



 
	 	 -90-	 



 



 
  
  


	Agreements and Other Hedging Agreements and (viii) all Contingent
      Obligations of such Person; provided, that Indebtedness shall not
      include trade payables and accrued expenses, in each case arising in the
      ordinary course of business.




	          “Indemnitee”
      shall have the meaning provided in Section 12.01.






	          “Insider
      Notes” means those certain promissory notes payable to Workflow or
      its Subsidiaries listed on Schedule 3.03(g) hereto.






	          “Intercompany
      Note” shall mean a promissory note substantially in the form of Exhibit
      L.




	          “Interest
      Period” shall mean, with respect to any Eurodollar Loan, the interest
      period applicable thereto, as determined pursuant to Section 1.10.






	          “Interest
      Rate Protection Agreement” shall mean any interest rate swap agreement,
      interest rate cap agreement, interest rate collar agreement, interest rate
      hedging agreement or other similar agreement or arrangement.






	          “Investment”
      shall have the meaning provided in Section 8.06.






	          “Judgment
      Currency” shall have the meaning provided in Section 12.18(a).




	          “Judgment
      Currency Conversion Date” shall have the meaning provided in Section
      12.18(a).




	          “Leasehold”
      of any Person shall mean all of the right, title and interest of such Person
      as lessee or licensee in, to and under leases or licenses of land, improvements
      and/or fixtures.






	          “Lender”
      shall mean each lender listed on Annex I-A, as well as each Person which
      becomes a “Lender” hereunder pursuant to Section 1.14 or 12.04(b).






	          “Lender
      Default” shall mean (i) the refusal (which has not been retracted)
      of a Lender to make available its portion of any incurrence of Loans or
      to fund its portion of any unreimbursed payment under Section 2.04(c) or
      (ii) a Lender having notified the Agent and/or the Borrower that it does
      not intend to comply with the obligations under Section 1.01 or under Section
      2.04(c).






	          “Letter
      of Credit” shall have the meaning provided in Section 2.01(a).






	          “Letter
      of Credit Fee” shall have the meaning provided in Section 3.01(b).




	          “Letter
      of Credit Issuer” shall mean Fleet.




	          “Letter
      of Credit Outstandings” shall mean, at any time, the sum of, without
      duplication, (i) the aggregate Stated Amount of all outstanding Letters
      of Credit and (ii) the aggregate amount of all Unpaid Drawings in respect
      of all Letters of Credit.






	          “Letter
      of Credit Request” shall have the meaning provided in Section 2.02(a).




	          “Lien”
      shall mean any mortgage, pledge, hypothecation, assignment, encumbrance,
      lien (statutory or otherwise) preference, priority, charge or other security
      arrangement of any kind (including any agreement to give any of the foregoing,
      any conditional sale or other title 



 
	 	 -91-	 



 



 
  
  


	retention agreement, any financing or similar statement or
      notice filed under the UCC or any similar recording or notice statute, and
      any lease having substantially the same effect as the foregoing).




	          “Liquidity”
      means, at any time of calculation, (a) the lesser of the then Borrowing
      Base or the Total Revolving Commitment, plus (b) cash or Cash Equivalents
      (excluding legally restricted cash and unavailable float) as of that date
      reflected on the Consolidated balance sheet of Workflow and its Subsidiaries,
      minus (c) the then Aggregate Revolving Credit Exposure.






	          “Loan”
      shall mean each Revolving Loan, each Swingline Loan, and each Term Loan.




	          “Management
      Agreements” shall have the meaning provided in Section 5.17(iv).




	          “Mandatory
      Borrowing” shall have the meaning provided in Section 1.01(d)(C).




	          “Margin
      Stock” shall have the meaning provided in Regulation U.






	          “Material
      Adverse Effect” shall mean a material adverse effect on (i) the business,
      assets, properties, operations, condition (financial or otherwise), liabilities
      or prospects of the Borrower or the Borrower and its Subsidiaries taken
      as a whole, (ii) the rights or remedies of the Lenders under the Credit
      Documents or (iii) the ability of the Borrower or any other Credit Party
      to perform its respective obligations to the Lenders under the Credit Documents
      .






	          “Maximum
      Swingline Amount” shall mean $5,000,000.






	          “Minimum
      Borrowing Amount” shall mean (i) for Revolving Loans or Term Loans
      that are maintained as Base Rate Loans, $500,000; (ii) for Revolving Loans
      or Term Loans that are maintained as Eurodollar Loans, $2,500,000; and (iii)
      for Swingline Loans, $250,000.






	          “Mortgage”
      shall mean each mortgage, deed to secure debt, debenture, hypothec, deed
      of trust or similar agreement pursuant to which any Credit Party shall have
      granted to the Collateral Agent a mortgage lien on such Credit Party’s
      Mortgaged Property.






	          “Mortgage
      Policies” shall have the meaning provided in Section 5.12 (ii).




	          “Mortgaged
      Property” shall mean each parcel of Real Property owned or leased by
      any Credit Party which is encumbered by a Mortgage.






	          “Net
      Cash Proceeds” shall mean, with respect to any Asset Sale, the Cash
      Proceeds resulting therefrom net of expenses of sale (including payment
      of principal, premium and interest of other Indebtedness secured by the
      assets the subject of such Asset Sale and required to be, and which is,
      repaid under the terms thereof as a result of such Asset Sale), and incremental
      taxes paid or payable as a result thereof.






	          “Net
      Insurance Proceeds” shall mean, with respect to any Recovery Event,
      the Cash Proceeds (net of reasonable costs and taxes incurred in connection
      with such Recovery Event) received in connection with the respective Recovery
      Event.






	          “Non-Defaulting
      Lender” shall mean each Lender other than a Defaulting Lender.




	          “Note”
      shall mean each Revolving Note, the Swingline Note, and each Term Note.



 
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	          “Notice
      of Borrowing” shall have the meaning provided in Section 1.03(a).




	          “Notice
      of Conversion” shall have the meaning provided in Section 1.07.






	          “Notice
      Office” shall mean the office of the Agent located at 100 Federal Street,
      Boston, MA 02110, MA-OF-DO7C (tel.: 617-346-4665; fax: 617-346-5409), Attention:
      Agency Services.




	          “Obligation
      Currency” shall have the meaning provided in Section 12.18(a).




	          “Obligations”
      shall mean all amounts, direct or indirect, contingent or absolute, of every
      type or description, and at any time existing, owing to the Agent, the Collateral
      Agent, the Letter of Credit Issuer or any Lender pursuant to the terms of
      this Agreement or any other Credit Document. Obligations also includes all
      obligations in respect of Other Hedging Agreements and Interest Rate Protection
      Agreements.






	          “Orderly
      Liquidation Value” means the orderly liquidation value of each Eligible
      Fixed Asset determined in accordance with an independent appraisal the form
      and substance of which are reasonably acceptable to the Agent (including,
      without limitation, the assumptions made by the appraiser therein).






	          “Other
      Hedging Agreement” shall mean any foreign exchange contracts, currency
      swap agreements, commodity agreements or other similar agreements or arrangements
      designed to protect against the fluctuation in currency values.






	          “Participant”
      shall have the meaning provided in Section 2.04(a).






	          “Payment
      Office” shall mean the office of the Agent located at 100 Federal Street,
      Boston, MA 02110, ABA Number: 011500010, Reference: Workflow, Account Number:
      151035203156, Attention: Agency Services (MA DE 10307C).




	          “PBGC”
      shall mean the Pension Benefit Guaranty Corporation established pursuant
      to Section 4002 of ERISA, or any successor thereto.






	          “Permitted
      Encumbrance” shall mean, with respect to any Mortgaged Property, such
      exceptions to title as are set forth in the Mortgage Policy delivered with
      respect thereto, all of which exceptions must be acceptable, on the date
      of delivery of such Mortgage Policy, to the Agent.






	          “Permitted
      Liens” shall have the meaning provided in Section 8.03.






	          “Person”
      shall mean any individual, partnership, joint venture, firm, corporation,
      limited liability company, association, trust or other enterprise or any
      government or political subdivision or any agency, department or instrumentality
      thereof.






	          “Plan”
      shall mean any pension plan as defined in Section 3(2) of ERISA, which is
      maintained or contributed to by (or to which there is an obligation to contribute
      of) Workflow or a Subsidiary of Workflow or an ERISA Affiliate, and each
      such plan for the five year period immediately following the latest date
      on which Workflow, or a Subsidiary of Workflow or an ERISA Affiliate maintained,
      contributed to or had an obligation to contribute to such plan.





 
	 	 -93-	 



 



 
  
  


	          “Pledge
      Agreement” shall mean and include each of the U.S. Pledge Agreement,
      each Canadian Pledge Agreement and each other pledge agreement required
      to be executed pursuant to Sections 7.12 and 8.12.






	          “Pledged
      Securities” shall mean all the Pledged Securities as defined in the
      applicable Pledge Agreement.






	          “Postage
      Receivable” shall mean (a) any amount which the Borrower or any of
      its Subsidiaries has paid for postage on behalf of a customer, which amount
      has not been yet repaid by the customer and is included as part of the Accounts
      due from such customer, or (b) any amounts which the Borrower or any of
      its Subsidiaries has invoiced a customer in advance for postage not yet
      incurred and which is included as part of the Accounts due from such customer.






	          “PPSA”
      means the Personal Property Security Act (Ontario), or, where the context
      requires, the legislation of other provinces or territories in Canada relating
      to security in personal property generally, including accounts receivable,
      as adopted by and in effect from time to time in such provinces or territories
      in Canada, as applicable.






	          “Prime
      Lending Rate” shall mean the rate which the Agent announces from time
      to time as its prime lending rate, the Prime Lending Rate to change when
      and as such prime lending rate changes. The Prime Lending Rate is a reference
      rate and does not necessarily represent the lowest or best rate actually
      charged to any customer. The Agent may make commercial loans or other loans
      at rates of interest at, above or below the Prime Lending Rate.






	          “Professional
      Fees and Expenses” shall mean the actual fees and expenses paid by
      the Borrower to (i) the Borrower’s Advisors, (ii) Riemer & Braunstein
      LLP, (iii) Ernst & Young Corporate Finance LLC, (iv) the Agent’s
      local Canadian counsel, (v) the Borrower’s local Canadian counsel,
      in each case relating to (x) the negotiation and preparation of the Amendment
      and the Limited Waiver and Amendment each dated October 15, 2002, (y) the
      negotiation and preparation of this Agreement, and (z) the Borrower’s
      Advisors continued involvement with the Borrower to the extent required
      by the terms of this Agreement.






	          “Real
      Property” of any Person shall mean all of the right, title and interest
      of such Person in and to land, improvements and fixtures, including Leaseholds.




	          “Recovery
      Event” shall mean the receipt by Workflow or any of its Subsidiaries
      of any cash insurance proceeds or condemnation awards payable (i) by reason
      of theft, loss, physical destruction, damage, taking or any other similar
      event with respect to any property or assets of Workflow or any of its Subsidiaries
      (other than proceeds of business interruption insurance) and (ii) under
      any policy of insurance required to be maintained under Section 7.03.






	          “Register”
      shall have the meaning provided in Section 12.17.






	          “Regulation
      D” shall mean Regulation D of the Board of Governors of the Federal
      Reserve System as from time to time in effect and any successor to all or
      a portion thereof establishing reserve requirements.






	          “Regulation
      T” shall mean Regulation T of the Board of Governors of the Federal
      Reserve System as from time to time in effect and any successors to all
      or a portion thereof.





 
	 	 -94-	 



 



 
  
  


	          “Regulation
      U” shall mean Regulation U of the Board of Governors of the Federal
      Reserve System as from time to time in effect and any successor to all or
      a portion thereof establishing margin requirements.






	          “Regulation
      X” shall mean Regulation X of the Board of Governors of the Federal
      Reserve System as from time to time in effect and any successor to all or
      a portion thereof.






	          “Reinvestment
      Assets” shall mean any assets purchased or constructed in replacement
      of the assets subject to a Recovery Event.






	          “Reinvestment
      Election” shall have the meaning provided in Section 3.03(c).




	          “Reinvestment
      Notice” shall mean a written notice signed by the president, any vice-president
      or an Authorized Financial Officer of Workflow stating that Workflow, in
      good faith, intends and expects to use all or a specified portion of the
      Net Insurance Proceeds of a Recovery Event to purchase or construct Reinvestment
      Assets, which Reinvestment Notice also shall set forth (in each case) in
      reasonable detail the approximate amount of the transaction costs and incremental
      taxes incurred or payable in connection with any such Recovery Event.






	          “Reinvestment
      Reduction Amount” shall mean, with respect to any Reinvestment Election,
      the amount, if any, on the Reinvestment Reduction Date relating thereto
      by which (x) the Anticipated Reinvestment Amount in respect of such Reinvestment
      Election exceeds (y) the aggregate amount thereof expended by Workflow and
      its Subsidiaries to acquire or construct Reinvestment Assets.






	          “Reinvestment
      Reduction Date” shall mean, with respect to any Reinvestment Election,
      the earliest of (i) the date, if any, upon which a Default or an Event of
      Default shall have occurred, (ii) the date occurring 180 days after the
      making of such Reinvestment Election and (iii) the date on which Workflow
      or the respective Subsidiary shall have determined not to, or shall have
      otherwise ceased to, proceed with the purchase, construction or other acquisition
      of Reinvestment Assets with the related Anticipated Reinvestment Amount.






	          “Release”
      shall mean any spilling, leaking, pumping, pouring, emitting, emptying,
      discharging, injecting, escaping, leaching, dumping, disposing or migration
      into the environment.






	          “Replaced
      Lender” shall have the meaning provided in Section 1.14.






	          “Replacement
      Lender” shall have the meaning provided in Section 1.14.






	          “Reportable
      Event” shall mean an event described in Section 4043(c) of ERISA with
      respect to a Plan that is subject to Title IV of ERISA other than those
      events as to which the 30-day notice period is waived under subsection .22,
      .23, .25, .27 or .28 of PBGC Regulation Section 4043.






	          “Required
      Lenders” shall mean Non-Defaulting Lenders the sum of whose Revolving
      Commitments (or after the termination thereof, outstanding Revolving Loans
      and Dollar Percentages of outstanding Swingline Loans and Letter of Credit
      Outstandings) and outstanding Term Loans represent an amount greater than
      50% (a) of the Total Revolving Commitment less the Revolving Commitments
      of Defaulting Lenders plus (b) the aggregate amount of all Term Loans outstanding
      to all Lenders (or after the termination of the Total Revolving Commitment,
      the sum of (a) the then total outstanding Revolving Loans and the aggregate
      Dollar Percentages 



 
	 	 -95-	 



 



 
  
  


	of all Non-Defaulting Lenders in outstanding Swingline Loans
      and Letter of Credit Outstandings at such time plus (b) the aggregate amount
      of all Term Loans outstanding to all Lenders).




	          “Reserves”
      means such reserves as the Agent from time to time determines in the Agent’s
      reasonable discretion as being appropriate to reflect the impediments to
      the Agent’s ability to realize upon the Collateral or or which reflect
      such other factors as affect the market value of the Collateral.






	          “Restructuring
      Costs” shall mean the actual costs and expenses of restructuring incurred
      by the Borrower during the term of this Agreement, (a) of the nature and
      types included in the “Non-Recurring Restructuring Expenses” set
      forth in the Borrower’s Proposed Business Plan (November 2002) previously
      submitted to the Agent (b) in the form of severance payments paid by the
      Borrower in connection with implementation of the senior management changes
      referenced in Section 5.16 hereof, and (c) in the form of Professional Fees
      and Expenses, to the extent not capitalized by the Borrower, or already
      included in (a), above. In no event shall “Restructuring Costs”
      exceed $5,087,000 in the aggregate with respect to those described in clause
      (a), above, or $3,700,000 in the aggregate with respect to those described
      in clause (b), above.






	          “Revolver
      Lender” shall mean at any time any Lender with a Dollar Percentage
      greater than zero at such time or to which Revolving Loans are owing at
      such time.




	          “Revolving
      Commitment” shall mean, at any time and with respect to each Lender,
      the amount set forth opposite such Lender’s name in Annex I-A directly
      under the column entitled “Revolving Commitment,” as the same
      may be reduced from time to time pursuant to Section 3.02, 3.03 or 9 or
      adjusted from time to time as a result of assignments to or from such Lender
      as provided for in Sections 1.14 and 12.04.






	          “Revolving
      Credit Exposure” shall mean, for any Lender at any time, the sum of
      (i) the aggregate principal amount of all Revolving Loans made by such Lender,
      plus (ii) the product of (A) such Lender’s Dollar Percentage and (B)
      the sum of (x) the aggregate amount of all Letter of Credit Outstandings
      at such time and (y) the aggregate principal amount of all Swingline Loans
      then outstanding.






	          “Revolving
      Loan” shall have the meaning provided in Section 1.01(a).






	          “Revolving
      Note” shall have the meaning provided in Section 1.06(a).






	          “SEC”
      shall mean the Securities and Exchange Commission or any successor thereto.




	          “Section
      4.04(b)(ii) Certificate” shall have the meaning provided in Section
      4.04(b).




	          “Secured
      Creditors” shall have the meaning assigned in the respective Security
      Documents.




	          “Security
      Agreement” shall mean and include each of the U.S. Security Agreement,
      each Canadian Security Agreement and each other security agreement required
      to be executed pursuant to Sections 7.12 and 8.12.






	          “Security
      Agreement Collateral” shall mean all “Collateral” as defined
      in the applicable Security Agreement.





 
	 	 -96-	 



 



 
  
  


	          “Security
      Documents” shall mean and include each Security Agreement, the Mortgages
      and each Pledge Agreement.






	          “Senior
      Leverage Ratio” shall mean, as at any date with respect to any Person,
      the ratio of Senior Indebtedness at such date to Consolidated EBITDA for
      the Test Period then last ended (including on such date), in each case of
      such Person






	          “Senior
      Indebtedness” shall mean, at any time with respect to Workflow and
      its Subsidiaries, the remainder of (A) Total Indebtedness of such persons
      at such time, minus (B) Additional Subordinated Indebtedness of such persons
      at such time.






	          “Shareholders’
      Agreements” shall have the meaning provided in Section 5.17(iii).




	          “Specified
      Subsidiaries” shall mean each of Premier Graphics, Inc., Universal
      Folding Box Co., Inc., and OEI Properties, Inc.




	          “Stated
      Amount” of each Letter of Credit shall mean the maximum amount available
      to be drawn thereunder (regardless of whether any conditions for drawing
      could then be met).






	          “Subsidiary”
      of any Person shall mean and include (i) any corporation more than 50% of
      whose stock of any class or classes having by the terms thereof ordinary
      voting power to elect a majority of the directors of such corporation (irrespective
      of whether or not at the time stock of any class or classes of such corporation
      shall have or might have voting power by reason of the happening of any
      contingency) is at the time owned by such Person directly or indirectly
      through Subsidiaries and (ii) any partnership, association, joint venture,
      limited liability or other entity in which such Person directly or indirectly
      through Subsidiaries, has more than a 50% equity interest at the time.






	          “Subsidiary
      Guarantor” shall mean, at any time, each U.S. Subsidiary Guarantor
      and each Foreign Subsidiary of Workflow required to execute and deliver
      the U.S. Subsidiaries Guaranty, the Canadian Guaranty and/or any other guaranty
      required to be executed pursuant to Sections 7.12 and 8.12, as the case
      may be.






	          “Swingline
      Expiry Date” shall mean the date which is five Business Days prior
      to the Final Maturity Date.






	          “Swingline
      Loan” shall have the meaning provided in Section 1.01(d).






	          “Swingline
      Note” shall have the meaning provided in Section 1.06(a).






	          “Syndication
      Agent” shall have the meaning provided in the first paragraph of this
      Agreement and shall include any successor to the Syndication Agent.




	          “Taxes”
      shall have the meaning provided in Section 4.04.






	          “Tax
      Sharing Agreements” shall have the meaning provided in Section 5.17(v).




	          “Term
      A Lender” shall mean at any time any Lender with a Term A Loan Percentage
      greater than zero at such time or to which Term A Loans are owing at such
      time.




	          “Term
      A Loan(s)” has the meaning provided in Section 1.01(b).





 
	 	 -97-	 



 



 
  
  


	           “Term
      A Loan Commitment” shall mean, at any time and with respect to each
      Lender, the amount set forth opposite such Lender’s name in Annex I-C
      directly under the column entitled “ Term A Loan Commitment” as
      the same may be reduced from time to time pursuant to Sections 9 or 4.02(f)
      or adjusted from time to time as a result of assignments to or from such
      Lender as provided for in Sections 1.14 and 12.04.






	          “Term
      A Loan Percentage” of any Lender at any time shall mean a fraction
      (expressed as a percentage) the numerator of which is the Term A Loans outstanding
      of such Lender at such time and the denominator of which is the total Term
      A Loans outstanding at such time. Notwithstanding anything to the contrary
      contained above, if the Term A Loan Percentage of any Lender is to be determined
      after the Term A Loans have been repaid in full, then the Term A Loan Percentages
      of the Lenders shall be determined immediately prior (and without giving
      effect) to such payment.






	          “Term
      A Note(s) has the meaning provided in Section 1.06(a).






	          “Term
      B Interest Rate” shall mean the following per annum rates of interest
      for the periods indicated:




	 	Period	Term B Interest Rate
	 	 	 
	 	Effective Date through March
      31, 

      2003	11%
	 	 	 
	 	April 1, 2003 through June 30,
      2003	12%
	 	 	 
	 	July 1, 2003 through September
      30, 

      2003	13%
	 	 	 
	 	October 1, 2003 through December

      31, 2003	14%




	          “Term
      B Lender” shall mean at any time any Lender with a Term B Loan Percentage
      greater than zero at such time or to which Term B Loans are owing at such
      time.




	          “Term
      B Loan(s)” has the meaning set forth in Section 1.01(c).






	          “Term
      B Loan Commitment” shall mean, at any time and with respect to each
      Lender, the amount set forth opposite such Lender’s name in Annex I-C
      directly under the column entitled “Term B Loan Commitment” as
      the same may be reduced from time to time pursuant to Sections 9 or 4.02(g)
      or adjusted from time to time as a result of assignments to or from such
      Lender as provided for in Sections 1.14 and 12.04.






	          “Term
      B Loan Percentage” of any Lender at any time shall mean a fraction
      (expressed as a percentage) the numerator of which is the Term B Loans outstanding
      of such Lender at such time and the denominator of which is the total Term
      B Loans outstanding at such time. Notwithstanding anything to the contrary
      contained above, if the Term B Loan Percentage of any Lender is to be determined
      after the Term B Loans have been repaid in full, then the Term B Loan Percentages
      of the Lenders shall be determined immediately prior (and without giving
      effect) to such payment.





 
	 	 -98-	 



 



 
  
  


	          “Term
      B Note(s)” has the meaning provided in Section 1.06(a).






	          “Term
      Loans” shall mean, collectively, the Term A Loans and the Term B Loans.




	          “Test
      Period” shall mean, with respect to any Person, a period of four consecutive
      fiscal quarters of such Person ended on the last day of the then most recently
      ended fiscal quarter of such Person.






	          “Total
      Indebtedness” shall mean, at any time with respect to any Person, the
      remainder of (A) (i) all indebtedness of such Person and its Subsidiaries
      for borrowed money at such time, (ii) all Indebtedness of such Person and
      its Subsidiaries of the type described in clauses (iii), (iv) and (v) of
      the definition of Indebtedness at such time and (iii) all Contingent Obligations
      of such Person and its Subsidiaries in respect of Indebtedness of the type
      described in preceding clauses (i) and (ii) at such time, in each case determined
      on a consolidated basis, minus (B) the aggregate amount of all unrestricted
      cash and Cash Equivalents as would be reflected on the consolidated balance
      sheet of such Person at such time in accordance with GAAP, provided that
      in no event shall more than $500,000 in the aggregate be subtracted at any
      time pursuant to this clause (B).






	          “Total
      Revolving Commitment” shall mean the sum of the Revolving Commitments
      of each of the Lenders.




	          “Transaction”
      shall mean the entering into of this Agreement and the other Credit Documents.




	          “Type”
      shall mean the type of Loan determined with respect to the interest option
      applicable thereto, i.e., whether a Base Rate Loan, or a Eurodollar Loan.




	          “UCC”
      shall mean the Uniform Commercial Code as in effect from time to time in
      the relevant jurisdiction.






	          “Unfunded
      Current Liability” of any Plan shall mean the amount, if any, by which
      the actuarial present value of the accumulated plan benefits under the Plan,
      determined on a plan termination basis in accordance with actuarial assumptions
      at such time consistent with those prescribed by the PBGC for purposes of
      Section 4044 of ERISA, exceeds the fair market value of all plan assets
      allocable to such liabilities under Title IV of ERISA (excluding accrued
      but unpaid contributions).






	          “Unpaid
      Drawing” shall have the meaning provided in Section 2.03(a).






	          “Unutilized
      Total Revolving Commitment” shall mean, at any time, an amount equal
      to the Total Revolving Commitment at such time less the Utilized Total Revolving
      Commitment at such time.








	          “U.S.
      Credit Party” shall mean and include Workflow and each U.S. Subsidiary
      Guarantor.




	          “U.S.
      Pledge Agreement” shall have the meaning provided in Section 5.11(a).




	          “U.S.
      Security Agreement” shall have the meaning provided in Section 5.11(c).




	          “U.S.
      Subsidiary Guarantor” shall mean each Domestic Subsidiary of Workflow.



 
	 	 -99-	 



 



 
  
  


	          “U.S.
      Subsidiaries Guaranty” shall have the meaning provided in Section 5.10(a).




	          “Utilized
      Total Revolving Commitment” shall mean, at any time, an amount equal
      to the sum of (I) the aggregate outstanding principal amount of all Revolving
      Loans at such time plus (II) the aggregate principal amount of all Swingline
      Loans then outstanding plus (III) the then aggregate amount of all Letter
      of Credit Outstandings.






	          “Warrant”
      means the Common Stock Purchase Warrants to be executed, delivered and issued
      to the Lenders by Workflow as of the Effective Date, granting the Lenders
      the right, in certain circumstances, to acquire up to 1,000,000 shares of
      Workflow’s common stock in the aggregate, at an exercise price equal
      to the market price on the date of issuance of such shares, such Warrant
      to be in the form attached hereto as Exhibit M.






	          “Wholly-Owned
      Subsidiary” shall mean, as to any Person, (i) any corporation 100%
      of whose capital stock (other than directors qualifying shares) is at the
      time owned by such Person and/or one or more Wholly-Owned Subsidiaries of
      such Person and (ii) any partnership, association, joint venture or other
      entity in which such Person and/or one or more Wholly-Owned Subsidiaries
      of such Person has a 100% equity interest at such time.






	          “Workflow”
      shall have the meaning provided in the first paragraph of this Agreement.




	          “Written”
      or “in writing” shall mean any form of written communication or
      a communication by means of telex, facsimile device, telegraph or cable.





 
	 	 -100-	 



 



 
  
  


	          SECTION
      11      The Agent.




	          11.1     Appointment.
      Each Lender hereby irrevocably designates and appoints Fleet as Agent of
      such Lender (such term to include for purposes of this Section 11, Fleet
      acting as Collateral Agent) to act as specified herein and in the other
      Credit Documents, and each such Lender hereby irrevocably authorizes Fleet
      as the Agent to take such action on its behalf under the provisions of this
      Agreement and the other Credit Documents and to exercise such powers and
      perform such duties as are expressly delegated to the Agent by the terms
      of this Agreement and the other Credit Documents, together with such other
      powers as are reasonably incidental thereto. The Agent agrees to act as
      such upon the express conditions contained in this Section 11. Notwithstanding
      any provision to the contrary elsewhere in this Agreement or in any other
      Credit Document, the Agent shall not have any duties or responsibilities,
      except those expressly set forth herein or in the other Credit Documents,
      or any fiduciary relationship with any Lender, and no implied covenants,
      functions, responsibilities, duties, obligations or liabilities shall be
      read into this Agreement or otherwise exist against the Agent. The Agent
      is nevertheless a “representative” of the Lenders, as that term
      is defined in Article 1 of the Uniform Commercial Code, for purposes of
      actions for the benefit of the Lenders and the Agent with respect to all
      collateral security and guaranties contemplated by the Credit Documents.
      Such actions include the designation of the Agent as “secured party”,
      “mortgagee” or the like on all financing statements and other
      documents and instruments, whether recorded or otherwise, relating to the
      attachment, perfection, priority or enforcement of any security interests,
      mortgages or deeds of trust in collateral security intended to secure the
      payment or performance of any of the Obligations, all for the benefit of
      the Lenders and the Agent. The provisions of this Section 11 are solely
      for the benefit of the Agent and the Lenders, and neither the Borrower nor
      any of its Subsidiaries shall have any rights as a third party beneficiary
      of any of the provisions hereof. In performing its functions and duties
      under this Agreement, the Agent shall act solely as agent of the Lenders
      and the Agent shall not be deemed to have assumed any obligation or relationship
      of agency or trust with or for the Borrower or any of its Subsidiaries.
      In addition to the foregoing powers, each Lender hereby expressly authorizes
      the Agent and the Collateral Agent to amend or to amend and restate each
      of the “Security Documents” as defined in the Existing Credit
      Agreement to the extent that such Security Documents are amended or amended
      and restated in connection with the effectiveness of this Agreement.




	          11.2     Delegation
      of Duties. The Agent may execute any of its duties under this Agreement
      or any other Credit Document (including any Security Document) by or through
      agents, subcollateral agents or attorneys-in-fact (each of whom shall be
      entitled to the benefits of this Section 11 to the same extent as the Agent)
      and shall be entitled to advice of counsel concerning all matters pertaining
      to such duties. The Agent shall not be responsible for the negligence or
      misconduct of any agents, sub-collateral agents or attorneys-in-fact selected
      by it with reasonable care.



 
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	          11.3     Exculpatory
      Provisions. Neither the Agent nor any of its officers, directors,
      employees, agents, sub-collateral agents, attorneys-in-fact or affiliates
      shall be (i) liable for any action lawfully taken or omitted to be taken
      by it or such Person under or in connection with this Agreement or the other
      Credit Documents (except for its or such Person’s own gross negligence
      or willful misconduct) or (ii) responsible in any manner to any of the Lenders
      for any recitals, statements, representations or warranties made by the
      Borrower, any of its Subsidiaries or any of its officers contained in this
      Agreement or the other Credit Documents or in any certificate, report, statement
      or other document referred to or provided for in, or received by the Agent
      under or in connection with, this Agreement or any other Credit Document
      or for any failure of the Borrower or any of its Subsidiaries or any of
      its officers to perform its obligations hereunder or thereunder. The Agent
      shall not be under any obligation to any Lender to ascertain or to inquire
      as to the observance or performance of any of the agreements contained in,
      or conditions of, this Agreement or the other Credit Documents, or to inspect
      the properties, books or records of the Borrower or any of its Subsidiaries.
      The Agent shall not be responsible to any Lender for the effectiveness,
      genuineness, validity, enforceability, collectibility or sufficiency of
      this Agreement or any other Credit Document or for any representations,
      warranties, recitals or statements made herein or therein or made in any
      written or oral statement or in any financial or other statements, instruments,
      reports, certificates or any other documents in connection herewith or therewith
      furnished or made by the Agent to the Lenders or by or on behalf of the
      Borrower or any of its Subsidiaries to the Agent or any Lender or be required
      to ascertain or inquire as to the performance or observance of any of the
      terms, conditions, provisions, covenants or agreements contained herein
      or therein or as to the use of the proceeds of the Loans or of the existence
      or possible existence of any Default or Event of Default.




	          11.4     Reliance
      by Agent. The Agent shall be entitled to rely, and shall be fully
      protected in relying, upon any note, writing, resolution, notice, consent,
      certificate, affidavit, letter, cablegram, telegram, facsimile, telex or
      teletype message, statement, order or other document or conversation believed
      by it to be genuine and correct and to have been signed, sent or made by
      the proper Person or Persons and upon advice and statements of legal counsel
      (including, without limitation, counsel to the Borrower or any of its Subsidiaries),
      independent accountants and other experts selected by the Agent. The Agent
      shall be fully justified in failing or refusing to take any action under
      this Agreement or any other Credit Document unless it shall first receive
      such advice or concurrence of the Required Lenders as it deems appropriate
      or it shall first be indemnified to its satisfaction by the Lenders against
      any and all liability and expense which may be incurred by it by reason
      of taking or continuing to take any such action. The Agent shall in all
      cases be fully protected in acting, or in refraining from acting, under
      this Agreement and the other Credit Documents in accordance with a request
      of the Required Lenders, and such request and any action taken or failure
      to act pursuant thereto shall be binding upon all the Lenders.



 
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	          11.5     Notice
      of Default. The Agent shall not be deemed to have knowledge or notice
      of the occurrence of any Default or Event of Default hereunder unless such
      Person has actually received notice from a Lender or the Borrower referring
      to this Agreement, describing such Default or Event of Default and stating
      that such notice is a “notice of default.” In the event that the
      Agent receives such a notice, the Agent shall give prompt notice thereof
      to the Lenders. The Agent shall take such action with respect to such Default
      or Event of Default as shall be reasonably directed by the Required Lenders;
      provided, that, unless and until the Agent shall have received such directions,
      the Agent may (but shall not be obligated to) take such action, or refrain
      from taking such action, with respect to such Default or Event of Default
      as it shall deem advisable in the best interests of the Lenders.




	          11.6     Non-Reliance
      on Agent and other Lenders. Each Lender expressly acknowledges that
      neither the Agent nor any of its officers, directors, employees, agents,
      sub-collateral agents, attorneys-in-fact or affiliates have made any representations
      or warranties to it and that no act by the Agent hereinafter taken, including
      any review of the affairs of the Borrower or any of its Subsidiaries, shall
      be deemed to constitute any representation or warranty by the such Person
      to any Lender. Each Lender represents to the Agent that it has, independently
      and without reliance upon the Agent or any other Lender, and based on such
      documents and information as it has deemed appropriate, made its own appraisal
      of and investigation into the business, assets, operations, property, financial
      and other condition, prospects and creditworthiness of the Borrower and
      its Subsidiaries and made its own decision to make its Loans hereunder and
      enter into this Agreement. Each Lender also represents that it will, independently
      and without reliance upon the Agent or any other Lender, and based on such
      documents and information as it shall deem appropriate at the time, continue
      to make its own credit analysis, appraisals and decisions in taking or not
      taking action under this Agreement, and to make such investigation as it
      deems necessary to inform itself as to the business, assets, operations,
      property, financial and other condition, prospects and creditworthiness
      of the Borrower and its Subsidiaries. The Agent shall not have any duty
      or responsibility to provide any Lender with any credit or other information
      concerning the business, operations, assets, property, financial and other
      condition, prospects or creditworthiness of the Borrower or any of its Subsidiaries
      which may come into the possession of the Agent or any of its officers,
      directors, employees, agents, attorneys-in-fact or affiliates.



 
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	          11.7     Indemnification.
      The Lenders agree to indemnify each of the Agent in its capacity as such
      ratably according to their respective “percentages” as used in
      determining the Required Lenders at such time, from and against any and
      all liabilities, obligations, losses, damages, penalties, actions, judgments,
      suits, costs, reasonable expenses or disbursements of any kind whatsoever
      which may at any time (including, without limitation, at any time following
      the payment of the Obligations) be imposed on, incurred by or asserted against
      the Agent in its capacity as such in any way relating to or arising out
      of this Agreement or any other Credit Document, or any documents contemplated
      by or referred to herein or the transactions contemplated hereby or any
      action taken or omitted to be taken by the Agent under or in connection
      with any of the foregoing, but only to the extent that any of the foregoing
      is not paid by the Borrower or any of its Subsidiaries; provided, that no
      Lender shall be liable to the Agent for the payment of any portion of such
      liabilities, obligations, losses, damages, penalties, actions, judgments,
      suits, costs, expenses or disbursements resulting solely from the gross
      negligence or willful misconduct of such Person (as finally determined by
      a court of competent jurisdiction). To the extent any Lender would be required
      to indemnify the Agent pursuant to the immediately preceding sentence but
      for the fact that it is a Defaulting Lender, such Defaulting Lender shall
      not be entitled to receive any portion of any payment or other distribution
      hereunder until each other Lender shall have been reimbursed for the excess,
      if any, of the aggregate amount paid by such Lender under this Section 11.07
      over the aggregate amount such Lender would have been obligated to pay had
      such first Lender not been a Defaulting Lender. If any indemnity furnished
      to the Agent for any purpose shall, in the opinion of such Person be insufficient
      or become impaired, such Person may call for additional indemnity and cease,
      or not commence, to do the acts indemnified against until such additional
      indemnity is furnished. The agreements in this Section 11.07 shall survive
      the payment of all Obligations.




	          11.8     Agent
      in its Individual Capacity. The Agent and its Affiliates may make
      loans to, accept deposits from and generally engage in any kind of business
      with the Borrower and any of its Subsidiaries and Affiliates as though such
      Person were not the Agent hereunder. With respect to the Loans made by it
      and all Obligations owing to it, the Agent shall have the same rights and
      powers under this Agreement as any Lender and may exercise the same as though
      it were not the Agent and the terms “Lender” and “Lenders”
      shall include the Agent in its individual capacity.




	          11.9     Holders.
      The Agent may deem and treat the payee of any Note as the owner thereof
      for all purposes hereof unless and until a written notice of the assignment,
      transfer or endorsement thereof, as the case may be, shall have been filed
      with such Person. Any request, authority or consent of any Person or entity
      who, at the time of making such request or giving such authority or consent,
      is the holder of any Note shall be conclusive and binding on any subsequent
      holder, transferee, assignee or indorsee, as the case may be, of such Note
      or of any Note or Notes issued in exchange therefor.



 
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	          11.10     Resignation
      of the Agent; Successor Agent.




	                    (a)
      The Agent may resign from the performance of all its functions and duties
      hereunder and/or under the other Credit Documents at any time by giving
      15 Business Days’ prior written notice to the Lenders. Such resignation
      shall take effect upon the appointment of a successor Agent pursuant to
      clauses (b) and (c) below or as otherwise provided below.




	                    (b)
      Upon any such notice of resignation by the Agent, the Required Lenders shall
      appoint a successor Agent hereunder or thereunder who shall be a commercial
      bank or trust company reasonably acceptable to Workflow.




	                    (c)
      If a successor Agent shall not have been so appointed within such 15 Business
      Day period, the Agent with the consent of Workflow (which consent shall
      not be unreasonably withheld or delayed), shall then appoint a successor
      Agent who shall serve a successor Agent, as provided above.




	                    (d)
      If no successor Agent has been appointed pursuant to clause (b) or (c) above
      by the 20th Business Day after the date such notice of resignation was given
      by the Agent, the Required Lenders shall thereafter perform all the duties
      of the Agent hereunder and/or under any other Credit Document until such
      time, if any, as the Required Lenders appoint a successor Agent as provided
      above.




	          11.11     Syndication
      Agent and Co-Agents. None of the Co-Agents or the Syndication Agent
      shall have any right, power, obligation, liability, responsibility or duty
      under this Agreement other than those applicable to it as Lender as such
      and shall not have any fiduciary relationship with any other Lender. Each
      Lender makes the same acknowledgements with respect to each Co-Agent and
      the Syndication Agent as it makes with respect to the Agent in Section 11.06.



 
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	          SECTION
      12      Miscellaneous.



 
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	          12.1
           Payment of Expenses, etc. The Borrower agrees to: (i) whether
      or not the transactions herein contemplated are consummated, pay all reasonable
      out-of-pocket costs and expenses of the Agent (including, without limitation,
      the reasonable fees and disbursements of Riemer & Braunstein LLP, Ernst
      & Young Corporate Finance LLC, and local counsel) in connection with
      the negotiation, preparation, execution and delivery and administration
      of the Credit Documents and the documents and instruments referred to therein
      and any amendment, waiver or consent relating thereto; (ii) pay all reasonable
      out-of-pocket costs and expenses of the Agent and each of the Lenders in
      connection with the enforcement of the Credit Documents and the documents
      and instruments referred to therein and, after an Event of Default shall
      have occurred and be continuing, the protection of the rights of the Agent
      and each of the Lenders thereunder, including in connection with any refinancing
      or restructuring of the credit arrangements provided under this Agreement
      in the nature of a “work-out” or pursuant to any insolvency or
      bankruptcy proceedings (including, without limitation, in each case the
      reasonable fees and disbursements of counsel (including in-house counsel)
      for the Agent and for each of the Lenders); (iii) pay and hold each of the
      Lenders harmless from and against any and all present and future stamp and
      other similar taxes with respect to the foregoing matters and save each
      of the Lenders harmless from and against any and all liabilities with respect
      to or resulting from any delay or omission (other than to the extent attributable
      to such Lender) to pay such taxes; and (iv) indemnify the Agent, the Collateral
      Agent and each Lender, their subsidiaries and affiliates, and their officers,
      directors, employees, representatives, agents and sub-collateral agents
      (each an “Indemnitee”) from and hold each of them harmless against
      any and all losses, liabilities, claims, damages, settlement payments, obligations,
      actions or causes of action, costs or expenses incurred, suffered, sustained
      or required to be paid by any of them as a result of, or arising out of,
      or in any way related to, or by reason of this Agreement, the other Credit
      Documents and any transaction related thereto, including, without limitation
      (a) any investigation, litigation or other proceeding (whether or not the
      Agent, the Collateral Agent or any Lender is a party thereto) related to
      the entering into and/or performance of this Agreement or any other Credit
      Document or the use of the proceeds of any Loans hereunder or the consummation
      of any other transactions contemplated in any Credit Document, or (b) the
      actual or alleged presence of Hazardous Materials in the air, surface water
      or groundwater or on the surface or subsurface of any Real Property owned,
      leased or at any time operated by the Borrower or any of its Subsidiaries,
      the Release, generation, storage, transportation, handling or disposal of
      Hazardous Materials at any location, whether or not owned, leased or operated
      by such Borrower or any of its Subsidiaries, the non-compliance by the Borrower
      or any of its Subsidiaries of any Real Property with foreign, federal, state
      and local laws, regulations, ordinances or Environmental Laws (including
      applicable permits thereunder) applicable to any Real Property, or any Environmental
      Claim relating to the Borrower or any of its Subsidiaries or any Real Property
      owned, leased or at any time operated by the Borrower or any of its Subsidiaries,
      including, in each case, without limitation, the reasonable fees and disbursements
      of counsel acting for the Agent and the Lenders and not reasonably objectionable
      to the Borrower incurred in connection with any such investigation, litigation
      or other proceeding (but excluding any such losses, liabilities, claims,
      damages or expenses to the extent incurred by reason of the gross negligence
      or willful misconduct of the Person to be indemnified (as finally determined
      by the court of competent jurisdiction)). The Agent and each Lender shall
      be entitled to select their own counsel not reasonably objectionable to
      the Borrower in connection with any of the matters set forth in this
    



 
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	Section 12.01. To the extent that the undertaking to indemnify,
      pay or hold harmless any Person set forth in the preceding sentence may
      be unenforceable because it is violative of any law or public policy, the
      Borrower shall make the maximum contribution to the payment and satisfaction
      of each of the indemnified liabilities which is permissible under applicable
      law.




	          12.2     Right
      of Setoff. In addition to any rights now or hereafter granted under
      applicable law or otherwise, and not by way of limitation of any such rights,
      upon the occurrence and during the continuance of an Event of Default, and
      at the direction of the Majority Lenders, each Lender is hereby authorized
      at any time or from time to time, without presentment, demand, protest or
      other notice of any kind to the Borrower or any of its Subsidiaries or to
      any other Person, any such notice being hereby expressly waived, to set
      off and to appropriate and apply any and all deposits (general or special)
      and any other Indebtedness at any time held or owing by such Lender (including,
      without limitation, by branches, agencies and affiliates of such Lender
      wherever located) to or for the credit or the account of the Borrower or
      any Subsidiary Guarantor against and on account of the Obligations and liabilities
      of the Borrower or any Subsidiary Guarantor to such Lender under this Agreement
      or under any of the other Credit Documents, including, without limitation,
      all interests in Obligations of the Borrower or any of its Subsidiaries
      purchased by such Lender pursuant to Section 12.06(b), and all other claims
      of any nature or description arising out of or connected with this Agreement
      or any other Credit Document, irrespective of whether or not such Lender
      shall have made any demand hereunder and although said Obligations, liabilities
      or claims, or any of them, shall be contingent or unmatured.




	          12.3     Notices.
      Except as otherwise expressly provided herein, all notices and other communications
      provided for hereunder shall be in writing (including telegraphic, telex,
      facsimile or cable communication) and mailed, telegraphed, telexed, telecopied,
      cabled or delivered, if to any Credit Party, at the address specified opposite
      its signature below or in the other relevant Credit Documents, as the case
      may be; if to any Lender, at its address specified for such Lender on Annex
      II; or, at such other address as shall be designated by any party in a written
      notice to the other parties hereto. All such notices and communications
      shall, when mailed, telegraphed, telexed, telecopied, or cabled or sent
      by overnight courier, be effective (x) three Business Days after deposited
      in the mails, (y) one Business Day after delivered to the telegraph company,
      cable company or a recognized, overnight courier, as the case may be, or
      (z) when sent by telex or telecopier, except that notices and communications
      to the Agent shall not be effective until received by such Person.




	          12.4     Benefit
      of Agreement.



 
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	                    (a)
      This Agreement shall be binding upon and inure to the benefit of and be
      enforceable, by the respective successors and assigns of the parties hereto;
      provided, that the Borrower may not assign or transfer any of its rights
      or obligations hereunder without the prior written consent of the Lenders
      and, provided further, that, although any Lender may transfer, assign
      or grant participations in its rights hereunder, such Lender shall remain
      a “Lender” for all purposes hereunder and the transferee, assignee
      or participant, as the case may be, shall not constitute a “Lender”
      hereunder and, provided further, that no Lender shall transfer or
      grant any participation under which the participant shall have rights to
      approve any amendment to or waiver of this Agreement or any other Credit
      Document except to the extent such amendment or waiver would (i) extend
      the final scheduled maturity of any Loan or Letter of Credit (unless such
      Letter of Credit is not extended beyond the Final Maturity Date) in which
      such participant is participating, or reduce the rate or extend the time
      of payment of interest or Fees (except in connection with a waiver of applicability
      of any post-default increase in interest rates) or reduce the principal
      amount thereof (it being understood that any amendment or modification to
      the financial definitions in this Agreement or to Section 12.07(a) shall
      not constitute a reduction in the rate of interest or Fees for the purposes
      of this clause (i)), or increase the amount of the participant’s participation
      over the amount thereof then in effect (it being understood that a waiver
      of any Default or Event of Default or of a mandatory reduction in the Total
      Revolving Commitment shall not constitute a change in the terms of such
      participation, and that an increase in any Revolving Commitment or Loan
      shall be permitted without the consent of any participant if the participant’s
      participation is not increased as a result thereof), (ii) consent to the
      assignment or transfer by the Borrower of any of its rights and obligations
      under this Agreement to the extent relating to such participation or (iii)
      release all or substantially all of the Collateral under all of the Security
      Documents (except as expressly provided in the Credit Documents). In the
      case of any such participation, the participant shall not have any rights
      under this Agreement or any of the other Credit Documents (the participant’s
      rights against such Lender in respect of such participation to be those
      set forth in the agreement executed by such Lender in favor of the participant
      relating thereto) and all amounts payable by the Borrower hereunder shall
      be determined as if such Lender had not sold such participation.



 
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	                    (b)
      Notwithstanding the foregoing, any Lender may (x) assign all or a portion
      of its Revolving Commitment and/or Term Loans (and related outstanding Obligations
      hereunder) to any Affiliate of such Lender or to one or more Lenders or
      (y) assign all, or if less than all, a portion equal to at least $5,000,000
      in the aggregate for the assigning Lender, of its Revolving Commitment and/or
      Term Loans (and related outstanding Obligations hereunder) to one or more
      Eligible Transferees, provided that (i) any assignment of all or any portion
      of the Revolving Commitment and related outstanding Obligations shall be
      made on a basis such that the respective assignee participates in Revolving
      Loans and in Letter of Credit Outstandings, in accordance with the Revolving
      Commitment so assigned, (ii) at such time Annexes I-A and I-C shall be deemed
      modified to reflect the Revolving Commitments and Term Loan Commitments
      of such new Lender and of the existing Lenders, (iii) upon surrender of
      the old Notes (if any), new Notes will be issued, at the Borrower’s
      expense, to such new Lender and to the assigning Lender upon the request
      of such new Lender and such new Notes to be in conformity with the requirements
      of Section 1.06 to the extent needed to reflect the revised Revolving Commitments
      and Term Loans, (iv) the consent of Workflow (so long as no Default or Event
      of Default then exists) and the Agent shall be required in connection with
      any such assignment pursuant to clause (y) above (each of which consents
      shall not be unreasonably withheld or delayed), (v) the Agent shall receive
      at the time of each such assignment, from the assigning or assignee Lender,
      the payment of a non-refundable assignment fee of $3,500, (vi) no assignment
      shall be effective until recorded by the Agent on the Register pursuant
      to Section 12.17 and (vii) after such assignment neither the assigning Lender’s
      nor the assignee Lender’s Revolving Commitment plus its Term Loans
      outstanding shall be less than $10,000,000, provided that the assigning
      Lender’s Revolving Commitment plus its Term Loans outstanding may be
      $0 after such assignment. If any Lender so sells or assigns all or a part
      of its rights hereunder or under the Notes, any reference in this Agreement
      or the Notes to such assigning Lender shall thereafter refer to such Lender
      and to the respective assignee to the extent of their respective interests
      and the respective assignee shall have, to the extent of such assignment
      (unless otherwise provided therein), the same rights and benefits as it
      would if it were such assigning Lender. Each assignment pursuant to this
      Section 12.04(b) shall be effected by the assigning Lender and the assignee
      Lender executing an Assignment and Assumption Agreement substantially in
      the form of Exhibit K, appropriately completed (each, an “Assignment
      and Assumption Agreement”). To the extent of any assignment pursuant
      to this Section 12.04(b), the assigning Lender shall be relieved of its
      obligations hereunder with respect to its assigned Revolving Commitment
      and Term Loans. At the time of each assignment pursuant to this Section
      12.04(b) to a Person which is not already a Lender hereunder and which is
      not a United States person (as such term is defined in Section 7701(a)(30)
      of the Code) for Federal income tax purposes, the respective assignee Lender
      shall, to the extent legally entitled to do so, provide to Workflow the
      appropriate Internal Revenue Service Forms (and, if applicable, a Section
      4.04(b)(ii) Certificate) described in Section 4.04(b). To the extent that
      an assignment of all or any portion of a Lender’s Revolving Commitments
      and/or Term Loans and related outstanding Obligations pursuant to Section
      1.14 or this Section 12.04(b) would, at the time of such assignment, result
      in increased costs under Sections 1.11, 2.05 or 4.04 from those being charged
      by the respective assigning Lender prior to such assignment, then Workflow
      shall not be obligated to pay such increased costs (although Workflow, in
      accordance with and pursuant to the other provisions of this Agreement,
      shall be



 
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	obligated to pay any other increased costs of the type described
      above resulting from changes after the date of the respective assignment).




	                    (c)
      Nothing in this Agreement shall prevent or prohibit any Lender from pledging
      its Loans and Notes hereunder to a Federal Reserve Lender in support of
      borrowings made by such Lender from such Federal Reserve Lender.




	          12.5     No
      Waiver; Remedies Cumulative. No failure or delay on the part of
      the Agent, the Collateral Agent or any Lender in exercising any right, power
      or privilege hereunder or under any other Credit Document and no course
      of dealing between any Credit Party and the Agent, the Collateral Agent
      or any Lender shall operate as a waiver thereof; nor shall any single or
      partial exercise of any right, power or privilege hereunder or under any
      other Credit Document preclude any other or further exercise thereof or
      the exercise of any other right, power or privilege hereunder or thereunder.
      The rights and remedies herein expressly provided are cumulative and not
      exclusive of any rights or remedies which the Agent, the Collateral Agent
      or any Lender would otherwise have. No notice to or demand on any Credit
      Party in any case shall entitle any Credit Party to any other or further
      notice or demand in similar or other circumstances or constitute a waiver
      of the rights of the Agent, the Collateral Agent or the Lenders to any other
      or further action in any circumstances without notice or demand.




	          12.6     Payments
      Pro Rata.




	                    (a)
      The Agent agrees that promptly after its receipt of each payment from or
      on behalf of any Credit Party in respect of any Obligations of such Credit
      Party, it shall, except as otherwise provided in this Agreement, distribute
      such payment to the Lenders (other than any Lender that has consented in
      writing to waive its pro rata share of such payment) pro rata based upon
      their respective shares, if any, of the Obligations with respect to which
      such payment was received.




	                    (b)
      Except to the extent that this Agreement provides for payments to be allocated
      to the Lenders with particular Obligations, if any Lender shall at any time
      receive any payment of all or part of its Obligations owing to it, or interest
      thereon, or receive any collateral in respect thereof (whether voluntarily
      or involuntarily, by set-off, pursuant to events or proceedings of the nature
      referred to in Section 9.05, pursuant to any Security Document or otherwise)
      (a “Benefited Lender”), in a greater proportion than any such
      payment to or collateral received by any other Lender, if any, in respect
      of such other Lender’s Obligations owing to such other Lender, or interest
      thereon, such Benefited Lenders shall purchase for cash from the other Lenders
      with Obligations a participating interest in such portion of each such other
      Lender’s Obligations owning to each such other Lenders, or shall provide
      such other Lenders with the benefits of any such collateral, or the proceeds
      thereof, as shall be necessary to cause such Benefited Lender to share the
      excess payment or benefits of such collateral or proceeds ratably with each
      of the Lenders with Obligations; provided, however, that if all or
      any portion of such excess payment or benefits is thereafter recovered from
      such Benefited Lender, such purchase shall be rescinded, and the purchase
      price and benefits returned, to the extent of such recovery, but without
      interest.



 
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	          12.7
           Calculations; Computations.




	                    (a)
      The financial statements to be furnished to the Lenders pursuant hereto
      shall be made and prepared in accordance with GAAP consistently applied
      throughout the periods involved (except as set forth in the notes thereto
      or as otherwise disclosed in writing by Workflow to the Lenders); provided,
      that (i) for purposes of determining compliance with any incurrence tests
      set forth in Section 8, any amounts so incurred or expended (to the extent
      incurred or expended in a currency other than Dollars) shall be converted
      into Dollars on the basis of the Dollar Equivalent of the respective amounts
      as in effect on the date of such incurrence or expenditure under any provision
      of any such Section that has an aggregate, Dollar limitation provided for
      therein (and to the extent the respective incurrence test regulates the
      aggregate amount outstanding at any time and it is expressed in terms of
      Dollars, all outstanding amounts originally incurred or spent in currencies
      other than Dollars shall be converted into Dollars on the basis of the Dollar
      Equivalent of the respective amounts as in effect on the date any new incurrence
      or expenditures made under any provision of any such Section that regulates
      the Dollar amount outstanding at any time) and (ii) except as otherwise
      specifically provided herein, all computations determining compliance with
      Section 8, including definitions used therein, shall utilize accounting
      principles and policies in effect at the time of the preparation of, and
      in conformity with those used to prepare, the year end financial statements
      delivered to the Lenders pursuant to Section 6.10(b).




	                    (b)
      All computations of interest on Base Rate Loans, Eurodollar Loans, Term
      B Loans, and Fees (including Letter of Credit Fees and Facing Fees) shall
      be, made on the basis of the actual number of days elapsed over a year of
      360 days.




	          12.8     GOVERNING
      LAW; SUBMISSION TO JURISDICTION; VENUE.




	                    (A)
      THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS (EXCEPT, IN THE CASE OF CERTAIN
      OF THE SECURITY DOCUMENTS AND THE CANADIAN GUARANTY, AS SPECIFICALLY OTHERWISE
      PROVIDED THEREIN) AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
      AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY
      THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS. ANY LEGAL ACTION OR PROCEEDING
      WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT
      IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT
      SITTING THEREIN, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER
      HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY
      AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. THE BORROWER
      HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL
      JURISDICTION OVER IT, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION
      PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENTS
      BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL
      JURISDICTION OVER IT. THE BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF
      PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING
      BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
      PREPAID, TO THE BORROWER, AT ITS 



 
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	ADDRESS FOR NOTICES PURSUANT TO SECTION 12.03, SUCH SERVICE
      TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. THE BORROWER HEREBY IRREVOCABLY
      WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY
      WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED
      HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT THAT SERVICE OF PROCESS WAS
      IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT
      OF THE AGENT, ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY
      OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
      PROCEED AGAINST THE BORROWER IN ANY OTHER JURISDICTION.




	                    (B)
      THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR
      HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR
      PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
      CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN THE FIRST SENTENCE
      OF CLAUSE (A) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT
      TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT
      IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.




	          12.9     Counterparts.
      This Agreement may be executed in any number of counter parts and by the
      different parties hereto on separate counterparts, each of which when so
      executed and delivered shall be an original, but all of which shall together
      constitute one and the same instrument. A complete set of counterparts executed
      by all the parties hereto shall be lodged with the Borrower and the Agent.




	          12.10     Effectiveness.




	          This
      Agreement shall become effective on the date (the “Effective Date”)
      on which (i) the Borrower, the Agent and each of the Lenders shall have
      signed a counterpart hereof (whether the same or different counterparts)
      and shall have delivered the same to the Agent at the Notice Office or,
      in the case of the Lenders, shall have given to the Agent telephonic (confirmed
      in writing), written or telex notice (actually received) at such office
      that the same has been signed and mailed to it and (ii) the conditions set
      forth in Section 5 are met to the satisfaction of the Agent and the Required
      Lenders. Unless the Agent has received actual notice from any Lender that
      the conditions contained in Section 5 have not been met to its satisfaction,
      upon the satisfaction of the condition described in clause (i) of the immediately
      preceding sentence and upon the Agent’s good faith determination that
      the conditions described in clause (ii) of the immediately preceding sentence
      have been met, then the Effective Date shall have been deemed to have occurred,
      regardless of any subsequent determination that one or more of the conditions
      thereto had not been met. The Agent will give the Borrower and each Lender
      prompt written notice of the occurrence of the Effective Date.






	          12.11     Headings
      Descriptive. The headings of the several sections and subsections
      of this Agreement are inserted for convenience only and shall not in any
      way affect the meaning or construction of any provision of this Agreement.



 
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	          12.12     Amendment
      or Waiver.




	                    (a)
      Neither this Agreement nor any other Credit Document nor any terms hereof
      or thereof may be changed, waived, discharged or terminated unless such
      change, waiver, discharge or termination is in writing signed by the Required
      Lenders and the Borrower (or, in the case of any Credit Document other than
      this Agreement, as otherwise provided therein); provided, that no such change,
      waiver, discharge or termination shall, without the consent of each Lender
      (other than a Defaulting Lender) being directly affected thereby, (i) extend
      the final scheduled maturity of any Loan or Note or extend the stated expiration
      date of any Letter of Credit beyond the Final Maturity Date, or reduce the
      rate or extend the time of payment of interest thereon (other than as a
      result of waiving the applicability of any post-default increase in interest
      rates) or Fees, or reduce the amount of or extend the time of any payment
      of the principal amount thereof (it being understood that any amendment
      or modification to the financial definitions in this Agreement or to Section
      12.07(a) shall not constitute a reduction in the rate of interest or Fees
      for the purposes of this clause (i)), (ii) release all or substantially
      all of the Collateral (except as expressly provided in this Agreement) under
      all of the Security Documents, or release any Guarantor from its obligations
      under any Guaranty to which it is a party (except (in each case) as expressly
      provided in the Credit Documents), (iii) amend, modify or waive any provision
      of this Section 12.12 to the extent that any such amendment, modification
      or waiver would alter any of the voting provisions set forth in the other
      provisions of this Section 12.12, (iv) reduce the percentage specified in
      the definition of Required Lenders (it being understood that, with the consent
      of the Required Lenders, additional extensions of credit pursuant to this
      Agreement may be included in the determination of the Required Lenders on
      substantially the same basis as the extensions of Revolving Commitments
      are included on the Effective Date) or (v) consent to the assignment or
      transfer by the Borrower of any of its rights and obligations under this
      Agreement or any other Credit Document except in accordance with the terms
      hereof or thereof; provided further, that no such change, waiver,
      discharge or termination shall (vi) increase the Revolving Commitment, Term
      A Loan Commitment or Term B Loan Commitment of any Lender over the amount
      thereof then in effect without the consent of such Lender (it being understood
      that waivers or modifications of conditions precedent, covenants, Defaults
      or Events of Default or of a mandatory reduction in the Total Revolving
      Commitment shall not: constitute an increase of the Revolving Commitment
      of any Lender, and that an increase in the available portion of any Revolving
      Commitment, Term A Loan Commitment or Term B Loan Commitment of any Lender
      shall not constitute an increase in the Revolving Commitment of such Lender),
      (vii) without the consent of the Letter of Credit Issuer, amend, modify
      or waive any provision of Section 2 or alter its rights or obligations with
      respect to Letters of Credit, (viii) without the consent of Fleet, amend
      or modify the obligation of Fleet to make Swingline Loans, the terms of
      any such Swingline Loans or the obligations of the Lenders to fund Mandatory
      Borrowings, and (ix) without the consent of Fleet, amend or modify the obligation
      of Fleet to make Swingline Loans, the terms of any Swingline or the obligations
      of the Lenders to fund Mandatory Borrowings.



 
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	                    (b)
      If, in connection with any proposed change, waiver, discharge or termination
      with respect to any of the provisions of this Agreement as contemplated
      by clauses (i) through (v), inclusive, of the first proviso to Section 12.12(a),
      the consent of the Required Lenders is obtained but the consent of one or
      more of such other Lenders whose consent is required is not obtained, then
      Workflow shall have the right, to replace each such non-consenting Lender
      or Lenders (so long as all non-consenting Lenders are so replaced) with
      one or more Replacement Lenders pursuant to Section 1.14 so long as at the
      time of such replacement, each such Replacement Lender consents to the proposed
      change, waiver, discharge or termination, provided that Workflow shall not
      have the right to replace a Lender solely as a result of the exercise of
      such Lender’s rights (and the withholding of any required consent by
      such Lender) pursuant to the second proviso to Section 12.12(a).




	          12.13     Survival.
      All indemnities set forth herein including, without limitation, in Section
      1.11, 1.12, 2.05, 4.04, 11.07 or 12.01, shall survive the execution and
      delivery of this Agreement, the making and repayment of the Loans and, with
      respect to any Lender that makes any assignment pursuant to Section 12.04,
      shall survive such assignment for the benefit of such assigning Lender.




	          12.14     Domicile
      of Loans. Each Lender may transfer and carry its Loans at, to or
      for the account of any branch office, Subsidiary or Affiliate of such Lender
      provided that no Borrower shall be responsible for costs arising under Section
      1.11, 2.05 or 4.04 resulting from any such transfer (other than a transfer
      pursuant to Section 1.13) to the extent such costs would not otherwise be
      applicable to such Lender in the absence of such transfer.




	          12.15     Confidentiality.



 
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	                    (a)
      Each of the Lenders agrees that it will use its best efforts not to disclose
      without the prior consent of Workflow (other than to its employees, auditors,
      counsel or other professional advisors, to affiliates or to another Lender
      if the Lender or such Lender’s holding or parent company in its sole
      discretion determines that any such party should have access to such information)
      any information with respect to Workflow or any of its Subsidiaries which
      is furnished pursuant to this Agreement and which is designated by Workflow
      to the Lenders in writing as confidential provided that any Lender may disclose
      any such information (a) as has become generally available to the public,
      (b) as may be required or appropriate in any report, statement or testimony
      submitted to any municipal, state or Federal regulatory body having or claiming
      to have jurisdiction over such Lender or to the Federal Reserve Board or
      the Federal Deposit Insurance Corporation or similar organizations (whether
      in the United States or elsewhere) or their successors, (c) as may be required
      or appropriate in response to any summons or subpoena or in connection with
      any litigation, (d) in order to comply with any law, order, regulation or
      ruling applicable to such Lender, (e) in connection with the enforcement
      of remedies under this Agreement and the other Credit Documents, and (f)
      to any prospective transferee in connection with any contemplated transfer
      of any of the Loans or Notes or any interest therein by such Lender provided
      that such prospective transferee agrees to be bound by the provisions of
      this Section. In connection with any disclosure by a Lender pursuant to
      clause (c) of the immediately preceding sentence, such Lender agrees to
      use its best efforts to give Workflow prior notice of such disclosure to
      the extent such prior notice is practicable or permitted under the circumstances,
      although the failure to give any such notice shall not result in any liability
      of such Lender to Workflow or any of its Subsidiaries. No Lender shall be
      obligated or required to return any materials furnished by the Borrower
      or any Subsidiary of the Borrower. The Borrower hereby agrees that the failure
      of a Lender to comply with the provisions of this Section 12.15 shall not
      relieve the Borrower of any of its obligations to such Lender under this
      Agreement and the other Credit Documents.




	                    (b)
      The Borrower hereby acknowledges and agrees that each Lender may, in connection
      with the Transaction or the participation of such Lender pursuant to this
      Agreement and the other Credit Documents, share with any of its Affiliates
      any information related to Workflow or any of its Subsidiaries (including,
      without limitation, any nonpublic customer information regarding the creditworthiness
      of Workflow and its Subsidiaries, provided such Persons shall be subject
      to the provisions of this Section 12.15 to the same extent as such Lender).




	          12.16     Waiver
      of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY
      WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
      ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS
      OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.



 
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	          12.17     Register.
      The Borrower hereby designates the Agent to serve as the Borrower’s
      agent, solely for purposes of this Section 12.17, to maintain a register
      (the “Register”) on which it will record the Revolving Commitments,
      Term A Loan Commitments and Term B Loan Commitments from time to time of
      each of the Lenders, the Loans made by each of the Lenders and each repayment
      in respect of the principal amount of the Loans of each Lender. Failure
      to make any such recordation, or any error in such recordation, shall not
      affect the Borrower’s obligations in respect of such Loans. With respect
      to any Lender, the transfer of the Revolving Commitments, Term A Loan Commitments
      and Term B Loan Commitments of such Lender and the rights to the principal
      of, and interest on, any Loan made pursuant to such Revolving Commitments,
      Term A Loan Commitments or Term B Loan Commitments shall not be effective
      until such transfer is recorded on the Register maintained by the Agent
      with respect to ownership of such Revolving Commitments, Term A Loan Commitments,
      Term B Loan Commitments and Loans and prior to such recordation all amounts
      owing to the transferor with respect to such Revolving Commitments and Loans
      shall remain owing to the transferor. The registration of assignment or
      transfer of all or part of any Revolving Commitments, Term A Loan Commitments,
      Term B Loan Commitments and Loans shall be recorded by the Agent on the
      Register only upon the acceptance by the Agent of a properly executed and
      delivered Assignment and Assumption Agreement pursuant to Section 12.04(b).
      Coincident with the delivery of such an Assignment and Assumption Agreement
      to the Agent for acceptance and registration of assignment or transfer of
      all or part of a Loan, or as soon thereafter as practicable, the assigning
      or transferor Lender shall surrender the Note (if any) evidencing such Loan,
      and thereupon one or more new Notes in the same aggregate principal amount
      shall be issued to the assigning or transferor Lender and/or the new Lender
      upon the request of any such Lender. The Borrower agrees to indemnify the
      Agent from and against any and all losses, claims, damages and liabilities
      of whatsoever nature which may be imposed on, asserted against or incurred
      by the Agent in performing its duties under this Section 12.17.



 
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	          12.18     Judgment
      Currency.




	                    (a)
      The Credit Parties’ obligations hereunder and under the other Credit
      Documents to make payments in the respective Applicable Currency (the “Obligation
      Currency”) shall not be discharged or satisfied by any tender or recovery
      pursuant to any judgment expressed in or converted into any currency other
      than the Obligation Currency, except to the extent that such tender or recovery
      results in the effective receipt by the Agent, the Collateral Agent or the
      respective Lender of the full amount of the Obligation Currency expressed
      to be payable to the Agent, the Collateral Agent or such Lender under this
      Agreement or the other Credit Documents. If for the purpose of obtaining
      or enforcing judgment against any Credit Party in any court or in any jurisdiction,
      it becomes necessary to convert into or from any currency other than the
      Obligation Currency (such other currency being hereinafter referred to as
      the “Judgment Currency”) an amount due in the Obligation Currency,
      the conversion shall be made at the rate of exchange (as quoted by the Agent
      or if the Agent does not quote a rate of exchange on such currency, by a
      known dealer in such currency designated by the Agent) determined, in each
      case, as of the day immediately preceding the day on which the judgment
      is given (such Business Day being hereinafter referred to as the “Judgment
      Currency Conversion Date”).




	                    (b)
      If there is a change in the rate of exchange prevailing between the Judgment
      Currency Conversion Date and the date of actual payment of the amount due,
      the Borrower covenants and agrees to pay, or cause to be paid, such additional
      amounts, if any (but in any event not a lesser amount) as may be necessary
      to ensure that the amount paid in the Judgment Currency, when converted
      at the rate of exchange prevailing on the date of payment, will produce
      the amount of the Obligation Currency which could have been purchased with
      the amount of Judgment Currency stipulated in the judgment or judicial award
      at the rate or exchange prevailing on the Judgment Currency Conversion Date.




	                    (c)
      For purposes of determining any rate of exchange for this Section, such
      amounts shall include any premium and costs payable in connection with the
      purchase of the Obligation Currency.



 
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	          12.19     Authorization
      for Quebec Security. For greater certainty, and without limiting
      the powers of the Agent hereunder or under any of the Security Documents,
      DBF hereby acknowledges that the Agent shall, for purposes of holding any
      security granted by DBF on DBF’s property pursuant to the laws of the
      Province of Quebec, be the holder of an irrevocable power of attorney (within
      the meaning of the Civil Code of Quebec) for all present and future
      Lenders, and in particular for all present and future holders of any debenture
      described in Exhibit I-4. Each of the Lenders hereby irrevocably constitutes,
      to the extent necessary, the Agent as the holder of an irrevocable power
      of attorney (within the meaning of Article 2692 of the Civil Code of
      Quebec) in order to hold security granted by DBF in the Province of
      Quebec. Any assignee of any Lender shall be deemed to have confirmed and
      ratified the constitution of the Agent as the holder of such irrevocable
      power of attorney by execution of the relevant Assignment and Assumption
      Agreement. Notwithstanding the provisions of Section 32 of the An Act
      Respecting the Special Powers of Legal Persons (Quebec), the Agent may
      acquire and be the holder of any debenture issued by DBF as contemplated
      under any of the Security Documents at any time and from time to time. DBF
      hereby acknowledges that any such debenture constitutes a title of indebtedness,
      as such term is used in Article 2692 of the Civil Code of Quebec.




	          12.20     Intentionally
      Omitted




	          SECTION
      13      Transitional Arrangements.




	          13.1     Existing
      Credit Agreement Amended and Restated. This Agreement shall amend
      and restate the Existing Credit Agreement in its entirety, except as provided
      in this ss.13. On the Effective Date, the rights and obligations of the
      parties under the Existing Credit Agreement and the “Notes” as
      defined therein shall be subsumed within and be governed by this Agreement
      and the Notes; provided, however, that each of the “Revolving Loans”
      and “Swingline Loans” (as each such term is defined in the Existing
      Credit Agreement) outstanding under the Existing Credit Agreement on the
      Effective Date shall, for purposes of this Agreement, be included as, respectively,
      as Revolving Loans or Swingline Loans and each of the “Letters of Credit”
      (as defined in the Existing Credit Agreement) outstanding under the Existing
      Credit Agreement on the Effective Date shall be Letters of Credit. In addition,
      upon the Effective Date, the Specified Defaults and the Senior Leverage
      Defaults (as each of those terms are defined in that certain Limited Waiver
      and Amendment dated October 15, 2002 entered into by and between the Credit
      Parties, the Agent, and the Lenders) shall be deemed waived.




	          13.2     Return
      and Cancellation of Notes. Upon its receipt of the Notes to be delivered
      hereunder on the Effective Date, each Lender will promptly return to the
      Borrower, marked “Exchanged” or “Cancelled,” as applicable,
      the Notes of the Borrower held by such Lender pursuant to the Existing Credit
      Agreement, if any.




	          13.3     Interest
      and Fees Under Amended and Restated Agreement. All interest and
      all commitment and other fees and expenses owing or accruing under or in
      respect of the Existing Credit Agreement shall be calculated as of the Effective
      Date (prorated in the case of any fractional periods), and shall be paid
      on the dates and in accordance with the method specified in the Existing
      Credit Agreement, as if the Existing Credit Agreement were still in effect.



 
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	          IN
      WITNESS WHEREOF, each of the parties hereto has caused a counterpart
      of this Agreement to be duly executed and delivered as of the date first
      above written.






	Address: 	WORKFLOW MANAGEMENT, INC.


	240 Royal Palm Way 

      Palm Beach, FL 33480 

      (561) 659-6551 	 


	 	
      By /s/ Michael L. Schmickle
      


            Name: Michael L. Schmickle

           Title: Executive Vice President and Chief
      Financial                Officer






	 	
      DATA BUSINESS FORMS LIMITED

        

        

        By /s/ Michael L. Schmickle
      


           Name: Michael L. Schmickle 

           Title: Vice President






	 	FLEET NATIONAL BANK

      Individually and as Agent

      

      

      By /s/ Brian P. Valenti 

      

           Name: Brian P. Valenti

          Title: Vice President






	 	BANK ONE, N.A.

      

      

      By /s/ Michele L. Quentin

      
      

            Name: Michele L. Quentin

           Title: Assistant Vice President






	 	COMERICA BANK

      

      

      By /s/ Gerald R. Finney, Jr.

      
      

           Name: Gerald R. Finney, Jr.

           Title: Vice President






	 	BANK OF AMERICA

      

      

      By /s/ Michael J. Fey

      
      

           Name:   Michael J.
      Fey

           Title: Senior Vice President





 
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	 	UNION BANK OF CALIFORNIA, N.A.

      

      

      By /s/ Jeffrey Mumm

      
      

            Name:
      Jeffrey Mumm  

            Title: Vice President






	 	NATIONAL CITY BANK

      

      

      By /s/ National City Bank

      
      

    






	 	CHEVY CHASE BANK, F.S.B.

      

      

      By /s/ Carlos L. Heard

      
      

           Name: Carlos L. Heard

           Title: Assistant Vice President






	 	LASALLE BANK NATIONAL ASSOCIATION

      

      

      By /s/ John G. Eck

      
      

           Name: John G. Eck

           Title: Senior Vice President





 
	 	 -121-