Exhibit 10.1

EXECUTION COPY
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                         AMCOL INTERNATIONAL CORPORATION


    $45,000,000 Series 2007-A Adjustable Fixed Rate Guaranteed Senior Notes,
                          Tranche 1, due April 2, 2017

   $30,000,000 Series 2007-A Adjustable Floating Rate Guaranteed Senior Notes,
                          Tranche 2, due April 2, 2017


                                   ----------


                             NOTE PURCHASE AGREEMENT

                                   ----------


                            Dated as of April 2, 2007


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                                      TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                    HEADING                                          PAGE
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<S>         <C>                                                                             <C>
SECTION 1.  Authorization of Notes .......................................................   1

     Section 1.1   Description of Series 2007-A Notes ....................................   1

     Section 1.2   Provisions Relating to the Series 2007-A Tranche 1 Notes ..............   1

     Section 1.3   Provisions Relating to the Series 2007-A Tranche 2 Notes ..............   2

SECTION 2.  Sale and Purchase of Notes; Additional Series of Notes; Subsidiary Guaranty...   3

     Section 2.1   Series 2007-A Notes....................................................   3

     Section 2.2   Additional Series of Notes.............................................   3

     Section 2.3   Subsidiary Guaranty....................................................   5

SECTION 3.  Closing.......................................................................   5

SECTION 4.  Conditions to Closing.........................................................   6

     Section 4.1   Representations and Warranties.........................................   6

     Section 4.2   Performance; No Default................................................   6

     Section 4.3   Compliance Certificates................................................   6

     Section 4.4   Opinions of Counsel....................................................   7

     Section 4.5   Purchase Permitted By Applicable Law, Etc..............................   7

     Section 4.6   Sale of Other Notes....................................................   7

     Section 4.7   Payment of Special Counsel Fees........................................   7

     Section 4.8   Private Placement Number...............................................   7

     Section 4.9   Changes in Corporate Structure.........................................   7

     Section 4.10  Subsidiary Guaranty....................................................   8

     Section 4.11  Funding Instructions...................................................   8

     Section 4.12  Proceedings and Documents..............................................   8

SECTION 5. Representations and Warranties of the Company..................................   8

     Section 5.1   Organization; Power and Authority......................................   8

     Section 5.2   Authorization, Etc.....................................................   8

     Section 5.3   Disclosure.............................................................   9

     Section 5.4   Organization and Ownership of Shares of Subsidiaries; Affiliates.......   9

     Section 5.5   Financial Statements; Material Liabilities.............................  10
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                                      TABLE OF CONTENTS
                                         (CONTINUED)

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SECTION                                    HEADING                                          PAGE
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<S>         <C>                                                                             <C>
     Section 5.6   Compliance with Laws, Other Instruments, Etc...........................  10

     Section 5.7   Governmental Authorizations, Etc.......................................  10

     Section 5.8   Litigation; Observance of Agreements, Statutes and Orders..............  11

     Section 5.9   Taxes..................................................................  11

     Section 5.10  Title to Property; Leases..............................................  11

     Section 5.11  Licenses, Permits, Etc.................................................  12

     Section 5.12  Compliance with ERISA..................................................  12

     Section 5.13  Private Offering by the Company........................................  13

     Section 5.14  Use of Proceeds; Margin Regulations....................................  13

     Section 5.15  Existing Debt; Future Liens............................................  13

     Section 5.16  Foreign Assets Control Regulations, Etc................................  14

     Section 5.17  Status under Certain Statutes..........................................  14

     Section 5.18  Environmental Matters..................................................  15

     Section 5.19  Notes Rank Pari Passu..................................................  15

SECTION 6.  Representations of the Purchasers.............................................  16

     Section 6.1   Purchase for Investment................................................  16

     Section 6.2   Accredited Investor....................................................  16

     Section 6.3   Source of Funds........................................................  16

SECTION 7.  Information as to Company.....................................................  18

     Section 7.1   Financial and Business Information.....................................  18

     Section 7.2   Officer's Certificate..................................................  20

     Section 7.3   Visitation.............................................................  21

SECTION 8.  Payment of the Notes..........................................................  22

     Section 8.1   Required Prepayments; Maturity.........................................  22

     Section 8.2   Optional Prepayments...................................................  22

     Section 8.3   Allocation of Partial Prepayments......................................  23

     Section 8.4   Maturity; Surrender, Etc...............................................  23

     Section 8.5   Purchase of Notes......................................................  23

     Section 8.6   Offer to Prepay Upon Sale of Assets....................................  24

     Section 8.7   Make-Whole Amount for the Series 2007-A Tranche 1 Notes................  25
</TABLE>

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                                      TABLE OF CONTENTS
                                         (CONTINUED)

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SECTION                                    HEADING                                          PAGE
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<S>         <C>                                                                             <C>
SECTION 9.  Affirmative Covenants.........................................................  26

     Section 9.1   Compliance with Law....................................................  26

     Section 9.2   Insurance..............................................................  26

     Section 9.3   Maintenance of Properties..............................................  26

     Section 9.4   Payment of Taxes and Claims............................................  27

     Section 9.5   Corporate Existence, Etc...............................................  27

     Section 9.6   Notes and Subsidiary Guaranty to Rank Pari Passu.......................  27

     Section 9.7   Books and Records......................................................  27

     Section 9.8   Designation of Subsidiaries............................................  28

     Section 9.9   Additional Subsidiary Guarantors.......................................  28

SECTION 10. Negative Covenants............................................................  29

     Section 10.1  Consolidated Debt to Consolidated EBITDA...............................  29

     Section 10.2  Priority Debt..........................................................  29

     Section 10.3  Limitation on Liens....................................................  29

     Section 10.4  Merger and Consolidation...............................................  31

     Section 10.5  Sales of Assets........................................................  32

     Section 10.6  Transactions with Affiliates...........................................  33

     Section 10.7  Line of Business.......................................................  33

     Section 10.8  Terrorism Sanctions Regulations........................................  33

     Section 10.9  Limitation on Unrestricted Subsidiaries................................  34

SECTION 11. Events of Default.............................................................  34

SECTION 12. Remedies on Default, Etc......................................................  36

     Section 12.1  Acceleration...........................................................  36

     Section 12.2  Other Remedies.........................................................  37

     Section 12.3  Rescission.............................................................  37

     Section 12.4  No Waivers or Election of Remedies, Expenses, Etc......................  37

SECTION 13. Registration; Exchange; Substitution of Notes.................................  38

     Section 13.1  Registration of Notes..................................................  38

     Section 13.2  Transfer and Exchange of Notes.........................................  38

     Section 13.3  Replacement of Notes...................................................  38

SECTION 14. Payments on Notes.............................................................  39

     Section 14.1  Place of Payment.......................................................  39

     Section 14.2  Home Office Payment....................................................  39
</TABLE>

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                                      TABLE OF CONTENTS
                                         (CONTINUED)

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<CAPTION>
SECTION                                    HEADING                                          PAGE
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<S>         <C>                                                                             <C>
SECTION 15. Expenses, Etc.................................................................  40

     Section 15.1  Transaction Expenses...................................................  40

     Section 15.2  Survival...............................................................  40

SECTION 16. Survival of Representations and Warranties; Entire Agreement..................  40

SECTION 17. Amendment and Waiver..........................................................  41

     Section 17.1  Requirements...........................................................  41

     Section 17.2  Solicitation of Holders of Notes.......................................  41

     Section 17.3  Binding Effect, Etc....................................................  42

     Section 17.4  Notes Held by Company, Etc.............................................  42

SECTION 18. Notices.......................................................................  42

SECTION 19. Reproduction of Documents.....................................................  43

SECTION 20. Confidential Information......................................................  43

SECTION 21. Substitution of Purchaser.....................................................  44

SECTION 22. Miscellaneous.................................................................  45

     Section 22.1  Successors and Assigns.................................................  45

     Section 22.2  Payments Due on Non-Business Days......................................  45

     Section 22.3  Accounting Terms.......................................................  45

     Section 22.4  Severability...........................................................  45

     Section 22.5  Construction...........................................................  46

     Section 22.6  Counterparts...........................................................  46

     Section 22.7  Governing Law..........................................................  46

     Section 22.8  Jurisdiction and Process; Waiver of Jury Trial.........................  46
</TABLE>

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ATTACHMENTS TO THE NOTE PURCHASE AGREEMENT:

Schedule A      -  Information Relating to Purchasers

Schedule B      -  Defined Terms

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

Schedule 5.5    -  Financial Statements

Schedule 5.15   -  Existing Debt

Schedule 10.3   -  Existing Liens

Exhibit 1(a)    -  Form of Series 2007-A Adjustable Fixed Rate Guaranteed Senior
                   Note, Tranche 1, due April 2, 2017

Exhibit 1(b)    -  Form of Series 2007-A Adjustable Floating Rate Guaranteed
                   Senior Note, Tranche 2, due April 2, 2017

Exhibit 4.4(a)  -  Form of Opinion of Special Counsel to the Company and the
                   Subsidiary Guarantors

Exhibit 4.4(b)  -  Form of Opinion of Special Counsel to the Purchasers

Exhibit S       -  Form of Supplement to Note Purchase Agreement

Exhibit SG      -  Form of Subsidiary Guaranty

                                       -i-
<PAGE>

                         AMCOL INTERNATIONAL CORPORATION
                        1500 West Shure Drive, 5th Floor
                     Arlington Heights, Illinois 60004-7803

    $45,000,000 Series 2007-A Adjustable Fixed Rate Guaranteed Senior Notes,
                          Tranche 1, due April 2, 2017

   $30,000,000 Series 2007-A Adjustable Floating Rate Guaranteed Senior Notes,
                          Tranche 2, due April 2, 2017

                                                                     Dated as of
                                                                   April 2, 2007

TO THE PURCHASERS LISTED IN
THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

         AMCOL International Corporation, a Delaware corporation (the
"Company"), agrees with the Purchasers listed in the attached Schedule A (the
"Purchasers") to this Note Purchase Agreement (this "Agreement") as follows:

SECTION 1. AUTHORIZATION OF NOTES.

         Section 1.1   Description of Series 2007-A Notes. The Company will
authorize the issue and sale of $75,000,000 aggregate principal amount of its
Series 2007-A Senior Notes consisting of (a) $45,000,000 aggregate principal
amount of its Series 2007-A Adjustable Fixed Rate Guaranteed Senior Notes,
Tranche 1, due April 2, 2017 (the "Series 2007-A Tranche 1 Notes") and (b)
$30,000,000 aggregate principal amount of its Series 2007-A Adjustable Floating
Rate Guaranteed Senior Notes, Tranche 2, due April 2, 2017 (the "Series 2007-A
Tranche 2 Notes"; the Series 2007-A Tranche 2 Notes together with the Series
2007-A Tranche 1 Notes are collectively referred to herein as the "Series 2007-A
Notes"). The Series 2007-A Notes together with each Series of Additional Notes
which may from time to time be issued pursuant to the provisions of Section 2.2
are collectively referred to herein as the "Notes" (such term shall also include
any such notes issued in substitution therefor pursuant to Section 13 of this
Agreement). The Series 2007-A Tranche 1 Notes and the Series 2007-A Tranche 2
Notes shall be substantially in the forms set out in Exhibit 1(a) and Exhibit
1(b), respectively, with such changes therefrom, if any, as may be approved by
the Purchasers and the Company. Certain capitalized and other terms used in this
Agreement are defined in Schedule B; and references to a "Schedule" or an
"Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached
to this Agreement.

         Section 1.2   Provisions Relating to the Series 2007-A Tranche 1 Notes.
The Series 2007-A Tranche 1 Notes shall bear interest (computed on the basis of
a 360-day year of twelve 30-day months) on the unpaid principal thereof from the
date of issuance at the Applicable Fixed Rate, payable semiannually in arrears
on the second day of April and October in each year commencing on October 2,
2007 and, to the extent permitted by law, interest (so computed) on any overdue
payment of interest, on any overdue payment (including any overdue prepayment)
of principal and on any overdue payment of Make-Whole Amount at the Default
Rate, until such overdue amounts shall have been paid. "Applicable Fixed Rate"
shall mean 5.78% per annum, provided that during any period in which the Company
has elected to increase the Maximum Leverage Ratio to 3.75 to 1.00 pursuant to
Section 10.1, "Applicable Fixed Rate" shall mean 6.03% per annum during such
period.

<PAGE>

         Section 1.3   Provisions Relating to the Series 2007-A Tranche 2 Notes.

                  (a)  The Series 2007-A Tranche 2 Notes shall bear interest
         (computed on the basis of a 360-day year and the actual number of days
         elapsed and, as to each Interest Period or other period during which
         interest accrues, from and including the first day thereof to but
         excluding the last day thereof) on the unpaid principal thereof from
         the date of issuance at a floating rate equal to the Applicable
         Floating Rate for the Interest Period in effect from time to time,
         payable quarterly in arrears on each Interest Payment Date and, to the
         extent permitted by applicable law, interest on any overdue payment of
         interest, on any overdue payment (including any overdue prepayment) of
         principal and on any overdue payment of Prepayment Premium and on any
         overdue payment of Breakage Amount at the Default Rate, until such
         overdue amounts shall have been paid. "Applicable Floating Rate" shall
         mean a rate per annum equal to the Adjusted LIBOR Rate, provided that
         during any period in which the Company has elected to increase the
         Maximum Leverage Ratio to 3.75 to 1.00 pursuant to Section 10.1,
         "Applicable Floating Rate" shall mean a rate per annum equal to the
         Adjusted LIBOR Rate plus .25% during such period.

                  (b)  The Applicable Floating Rate shall be determined by the
         Company, and notice thereof shall be given to the holders of Series
         2007-A Tranche 2 Notes, within five Business Days after the beginning
         of each Interest Period, together with a copy of the relevant screen
         used for the determination of LIBOR, a calculation of the Adjusted
         LIBOR Rate and the Applicable Floating Rate for such Interest Period,
         the number of days in such Interest Period, the Interest Payment Date
         for such Interest Period and the amount of interest to be paid to such
         holder of Notes on such Interest Payment Date. In the event that the
         holders of more than 50% in aggregate principal amount of the
         outstanding Series 2007-A Tranche 2 Notes do not concur with such
         determination by the Company, as evidenced by a single written notice
         to the Company given by such holders of the Series 2007-A Tranche 2
         Notes within 10 Business Days after receipt by such holders of the
         notice delivered by the Company pursuant to the immediately preceding
         sentence, the determination of the Applicable Floating Rate shall be
         made by such holders of the Series 2007-A Tranche 2 Notes, and any such
         determination made in accordance with the provisions of this Agreement,
         shall be conclusive and binding absent manifest error. If during any
         Interest Period the Company elects to increase the Maximum Leverage
         Ratio to 3.75 to 1.00 pursuant to Section 10.1 and such election would
         result in an increase in the Applicable Floating Rating during such
         Interest Period from the Applicable Floating Rate provided to the
         holders of the Series 2007-A Tranche 2 Notes pursuant to the first
         sentence of this Section 1.3(b), then, concurrently with the delivery
         of its election to increase the Maximum Leverage Ratio, the Company
         shall provide to the holders of the Series 2007-A Tranche 2 Notes a
         notice setting forth the revised amount of interest to be paid to each
         such holder on the Interest Payment Date for such Interest Period.

                                       -2-
<PAGE>

SECTION 2. SALE AND PURCHASE OF NOTES; ADDITIONAL SERIES OF NOTES; SUBSIDIARY
GUARANTY.

         Section 2.1   Series 2007-A Notes. Subject to the terms and conditions
of this Agreement, the Company will issue and sell to each Purchaser and each
Purchaser will purchase from the Company, on the Closing Date provided for in
Section 3, the Series 2007-A Notes of the tranche and in the principal amount
specified opposite such Purchaser's name in Schedule A at the purchase price of
100% of the principal amount thereof. The obligations of each Purchaser
hereunder are several and not joint obligations and no Purchaser shall have any
obligation or any liability to any Person for the performance or nonperformance
by any other Purchaser hereunder.

         Section 2.2   Additional Series of Notes.

                  (a)  The Company may, from time to time, in its sole
         discretion but subject to the terms hereof, issue and sell one or more
         additional Series of its unsecured promissory notes under the
         provisions of this Agreement pursuant to a supplement (a "Supplement")
         substantially in the form of Exhibit S, provided that the aggregate
         principal amount of Notes of all Series issued pursuant to all
         Supplements in accordance with the terms of this Section 2.2 shall not
         exceed $225,000,000.

                  (b)  Each additional Series of Notes (the "Additional Notes")
         issued pursuant to a Supplement shall be subject to the following terms
         and conditions:

                       (1)  each Series of Additional Notes, when so issued,
                  shall be differentiated from all previous Series by sequential
                  alphabetical designation inscribed thereon;

                       (2)  Additional Notes of the same Series may consist of
                  more than one different and separate tranches and may differ
                  with respect to outstanding principal amounts, maturity dates,
                  interest rates and premiums, if any, and price and terms of
                  redemption or payment prior to maturity, but all such
                  different and separate tranches of the same Series shall, if
                  and to the extent this Agreement requires or permits voting by
                  Series, vote as a single class and constitute one Series;

                                       -3-
<PAGE>

                       (3)  each Series of Additional Notes shall be dated the
                  date of issue, bear interest at such rate or rates, mature on
                  such date or dates, be subject to such put rights and
                  mandatory and optional prepayment on the dates and at the
                  premiums, if any, have such additional or different conditions
                  precedent to closing, such representations and warranties and
                  such additional covenants and defaults as shall be specified
                  in the Supplement under which such Additional Notes are issued
                  and upon execution of any such Supplement, this Agreement
                  shall be deemed amended (i) to reflect such additional put
                  rights, covenants and defaults without further action on the
                  part of the holders of the Notes outstanding under this
                  Agreement, provided, that any such additional put rights,
                  covenants and defaults shall inure to the benefit of all
                  holders of Notes so long as any Additional Notes issued
                  pursuant to such Supplement remain outstanding and (ii) to
                  reflect such representations and warranties as are contained
                  in such Supplement for the benefit of all holders of Notes in
                  accordance with the provisions of Section 16;

                       (4)  each Series of Additional Notes issued under this
                  Agreement shall be in substantially the form of Exhibit 1 to
                  Exhibit S with such variations, omissions and insertions as
                  are necessary or permitted hereunder;

                       (5)  the minimum principal amount of any Note issued
                  under a Supplement shall be $100,000, except as may be
                  necessary to evidence the outstanding amount of any Note
                  originally issued in a denomination of $100,000 or more;

                       (6)  all Additional Notes shall constitute Senior Debt of
                  the Company and shall rank pari passu with all other
                  outstanding Notes; and

                       (7)  no Additional Notes shall be issued hereunder if at
                  the time of issuance thereof and after giving effect to the
                  application of the proceeds thereof, (i) any Default or Event
                  of Default shall have occurred and be continuing or (ii) a
                  waiver of Default or Event of Default shall be in effect.

                  (c)  The right of the Company to issue, and the obligation of
         the Additional Purchasers to purchase, any Additional Notes shall be
         subject to the following conditions precedent, in addition to the
         conditions specified in the Supplement pursuant to which such
         Additional Notes may be issued:

                       (1)  a duly authorized Senior Financial Officer of the
                  Company shall execute and deliver to each Additional Purchaser
                  and each holder of Notes an Officer's Certificate dated the
                  date of issue of such Series of Additional Notes stating that
                  such officer has reviewed the provisions of this Agreement
                  (including all Supplements) and setting forth the information
                  and computations (in sufficient detail) required to establish
                  whether after giving effect to the issuance of the Additional
                  Notes and after giving effect to the application of the
                  proceeds thereof, the Company is in compliance with the
                  requirements of Section 10.1 on such date;

                       (2)  the Company and each such Additional Purchaser shall
                  execute and deliver a Supplement substantially in the form of
                  Exhibit S;

                                       -4-
<PAGE>

                       (3)  each Additional Purchaser shall have confirmed in
                  the Supplement that the representations set forth in Section 6
                  are true with respect to such Additional Purchaser on and as
                  of the date of issue of such Additional Notes; and

                       (4)  each Subsidiary Guarantor for which a Collateral
                  Release shall not have occurred shall execute and deliver a
                  Guaranty Accession Agreement in the form attached to the
                  Subsidiary Guaranty.

         Section 2.3  Subsidiary Guaranty.

                  (a)  The payment by the Company of all amounts due with
         respect to the Notes and the performance by the Company of its
         obligations under this Agreement (including all Supplements) will be
         absolutely and unconditionally guaranteed by the Subsidiary Guarantors
         pursuant to the Subsidiary Guaranty Agreement dated as of April 2,
         2007, which shall be substantially in the form of Exhibit SG (the
         "Subsidiary Guaranty").

                  (b)  The holders of the Notes agree to discharge and release
         any Subsidiary Guarantor from the Subsidiary Guaranty upon the written
         request of the Company (a "Collateral Release"), provided that (1) such
         Subsidiary Guarantor has been released and discharged (or will be
         released and discharged concurrently with the release of such
         Subsidiary Guarantor under the Subsidiary Guaranty) as an obligor,
         co-obligor and guarantor under and in respect of the Bank Credit
         Agreement and the Company so certifies to the holders of the Notes in a
         certificate of a Responsible Officer, (2) at the time of such release
         and discharge, the Company shall deliver a certificate of a Responsible
         Officer to the holders of the Notes stating that no Default or Event of
         Default shall have occurred and be continuing or will result from such
         release and discharge and (3) if any fee or other form of consideration
         is given to any holder of Debt of the Company, including, without
         limitation, any party to the Bank Credit Agreement, expressly for the
         purpose of such release, the holders of the Notes shall receive
         equivalent consideration.

SECTION 3. CLOSING.

         The sale and purchase of the Series 2007-A Notes to be purchased by
each Purchaser shall occur at the offices of Schiff Hardin LLP, 623 Fifth
Avenue, 28th Floor, New York, New York 10022 at 11:00 a.m. New York, New York
time, at a closing on April 2, 2007 or on such other Business Day thereafter as
may be agreed upon by the Company and the Purchasers (the "Closing Date"). On
the Closing Date, the Company will deliver to each Purchaser the Series 2007-A
Notes of each tranche to be purchased by such Purchaser in the form of a single
Series 2007-A Note of such tranche (or such greater number of Series 2007-A
Notes of such tranche in denominations of at least $100,000 as such Purchaser
may request) dated the Closing Date and registered in such Purchaser's name (or
in the name of its nominee), against delivery by such Purchaser to the Company
or its order of immediately available funds in the amount of the purchase price
therefor by wire transfer of immediately available funds for the account of the
Company in compliance with the funding instructions described in Section 4.10.
If, on the Closing Date, the Company shall fail to tender such Series 2007-A
Notes to any Purchaser as provided above in this Section 3, or any of the
conditions specified in Section 4 shall not have been fulfilled to any
Purchaser's satisfaction, such Purchaser shall, at its election, be relieved of
all further obligations under this Agreement, without thereby waiving any rights
such Purchaser may have by reason of such failure or such nonfulfillment.

                                       -5-
<PAGE>

SECTION 4. CONDITIONS TO CLOSING.

         Each Purchaser's obligation to purchase and pay for the Series 2007-A
Notes to be sold to such Purchaser on the Closing Date is subject to the
fulfillment to such Purchaser's satisfaction, prior to or on the Closing Date,
of the following conditions:

         Section 4.1   Representations and Warranties.

                  (a)  Representations and Warranties of the Company. The
         representations and warranties of the Company in this Agreement shall
         be correct when made and on the Closing Date.

                  (b)  Representations and Warranties of the Subsidiary
         Guarantors. The representations and warranties of the Subsidiary
         Guarantors in the Subsidiary Guaranty shall be correct when made and on
         the Closing Date.

         Section 4.2   Performance; No Default. The Company and each Subsidiary
Guarantor shall have performed and complied with all agreements and conditions
contained in this Agreement and the Subsidiary Guaranty required to be performed
or complied with by the Company and each Subsidiary Guarantor prior to or on the
Closing Date, and immediately after giving effect to the issue and sale of the
Series 2007-A Notes (and the application of the proceeds thereof as contemplated
by Section 5.14), no Default or Event of Default shall have occurred and be
continuing. Neither the Company nor any Subsidiary shall have entered into any
transaction since February 12, 2007 that would have been prohibited by Sections
10.3, 10.4, 10.5 or 10.6 had such Section applied since such date.

         Section 4.3   Compliance Certificates.

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

                  (b)  Secretary's Certificate of the Company. The Company shall
         have delivered to such Purchaser a certificate of its Secretary or an
         Assistant Secretary, dated the Closing Date, certifying as to the
         resolutions attached thereto and other corporate proceedings relating
         to the authorization, execution and delivery of the Series 2007-A Notes
         and this Agreement.

                  (c)  Officer's Certificate of the Subsidiary Guarantors. Each
         Subsidiary Guarantor shall have delivered to such Purchaser an
         Officer's Certificate, dated the Closing Date, certifying that the
         conditions specified in Sections 4.1(b), 4.2 and 4.9 have been
         fulfilled.

                                       -6-
<PAGE>

                  (d)  Secretary's Certificate of the Subsidiary Guarantors.
         Each Subsidiary Guarantor shall have delivered to such Purchaser a
         certificate of its Secretary or an Assistant Secretary, dated the
         Closing Date, certifying as to the resolutions attached thereto and
         other corporate or other proceedings relating to the authorization,
         execution and delivery of the Subsidiary Guaranty.

         Section 4.4   Opinions of Counsel. Such Purchaser shall have received
opinions in form and substance satisfactory to such Purchaser, dated the Closing
Date (a) from Lord, Bissell & Brook LLP, special counsel for the Company and the
Subsidiary Guarantors, covering the matters set forth in Exhibit 4.4(a) and
covering such other matters incident to the transactions contemplated hereby as
such Purchaser or special counsel to the Purchasers may reasonably request (and
the Company hereby instructs its counsel to deliver such opinion to the
Purchasers) and (b) from Schiff Hardin LLP, special counsel to the Purchasers in
connection with such transactions, substantially in the form set forth in
Exhibit 4.4(b) and covering such other matters incident to such transactions as
such Purchaser may reasonably request.

         Section 4.5   Purchase Permitted By Applicable Law, Etc. On the Closing
Date, such Purchaser's purchase of Series 2007-A Notes shall (a) be permitted by
the laws and regulations of each jurisdiction to which such Purchaser is
subject, without recourse to provisions (such as Section 1405(a)(8) of the New
York Insurance Law) permitting limited investments by insurance companies
without restriction as to the character of the particular investment, (b) not
violate any applicable law or regulation (including, without limitation,
Regulation T, U or X of the Board of Governors of the Federal Reserve System)
and (c) not subject such Purchaser to any tax, penalty or liability under or
pursuant to any applicable law or regulation. If requested by such Purchaser,
such Purchaser shall have received an Officer's Certificate from the Company
certifying as to such matters of fact as such Purchaser may reasonably specify
to enable such Purchaser to determine whether such purchase is so permitted.

         Section 4.6   Sale of Other Notes. On the Closing Date, the Company
shall sell to each other Purchaser and each other Purchaser shall purchase the
Series 2007-A Notes to be purchased by it on the Closing Date as specified in
Schedule A.

         Section 4.7   Payment of Special Counsel Fees. Without limiting the
provisions of Section 15.1, the Company shall have paid on or before the Closing
Date, the reasonable fees, reasonable charges and reasonable disbursements of
special counsel to the Purchasers referred to in Section 4.4(b) to the extent
reflected in a statement of such counsel rendered to the Company at least one
Business Day prior to the Closing Date.

         Section 4.8   Private Placement Number. A Private Placement Number
issued by Standard & Poor's CUSIP Service Bureau (in cooperation with the SVO)
shall have been obtained for each tranche of the Series 2007-A Notes.

         Section 4.9  Changes in Corporate Structure. Neither the Company nor
any Subsidiary Guarantor shall have changed its jurisdiction of incorporation or
been a party to any merger or consolidation, or shall have succeeded to all or
any substantial part of the liabilities of any other entity, at any time
following the date of the most recent financial statements referred to in
Schedule 5.5.

                                       -7-
<PAGE>

         Section 4.10  Subsidiary Guaranty. The Subsidiary Guaranty shall have
been duly authorized, executed and delivered by each Subsidiary Guarantor, shall
constitute the legal, valid and binding contract and agreement of each
Subsidiary Guarantor and such Purchaser shall have received a true, correct and
complete copy thereof.

         Section 4.11  Funding Instructions. At least three Business Days prior
to the Closing Date, such Purchaser shall have received written instructions
signed by a Responsible Officer on letterhead of the Company directing the
manner of the payment of funds and setting forth (a) the name and address of the
transferee bank, (b) such transferee bank's ABA number and (c) the account name
and number into which the purchase price for the Series 2007-A Notes is to be
deposited.

         Section 4.12  Proceedings and Documents. All corporate and other
organizational proceedings in connection with the transactions contemplated by
this Agreement and the Subsidiary Guaranty and all documents and instruments
incident to such transactions shall be satisfactory to such Purchaser and
special counsel to the Purchasers, and such Purchaser and special counsel to the
Purchasers shall have received all such counterpart originals or certified or
other copies of such documents as such Purchaser or special counsel to the
Purchasers may reasonably request.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company represents and warrants to each Purchaser that:

         Section 5.1   Organization; Power and Authority. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation, and is duly qualified as a foreign
corporation and is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as to which the
failure to be so qualified or in good standing would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. The Company
has the corporate power and authority to own or hold under lease the properties
it purports to own or hold under lease, to transact the business it transacts
and proposes to transact, to execute and deliver this Agreement and the Series
2007-A Notes and to perform the provisions hereof and thereof.

         Section 5.2   Authorization, Etc.

                  (a)  This Agreement and the Series 2007-A Notes to be issued
         on the Closing Date have been duly authorized by all necessary
         corporate action on the part of the Company, and this Agreement
         constitutes, and upon execution and delivery thereof each such Series
         2007-A Note will constitute, a legal, valid and binding obligation of
         the Company enforceable against the Company in accordance with its
         terms, except as such enforceability may be limited by (1) applicable
         bankruptcy, insolvency, reorganization, moratorium or other similar
         laws affecting the enforcement of creditors' rights generally and (2)
         general principles of equity (regardless of whether such enforceability
         is considered in a proceeding in equity or at law).

                                       -8-
<PAGE>

                  (b)  The Subsidiary Guaranty has been duly authorized by all
         necessary corporate or other action on the part of each Subsidiary
         Guarantor and the Subsidiary Guaranty constitutes a legal, valid and
         binding obligation of each Subsidiary Guarantor enforceable against
         each Subsidiary Guarantor in accordance with its terms, except as such
         enforceability may be limited by (1) applicable bankruptcy, insolvency,
         reorganization, moratorium or other similar laws affecting the
         enforcement of creditors' rights generally and (2) general principles
         of equity (regardless of whether such enforceability is considered in a
         proceeding in equity or at law).

         Section 5.3   Disclosure. This Agreement, the documents, certificates
or other writings delivered to the Purchasers by or on behalf of the Company in
connection with the transactions contemplated hereby and the financial
statements listed in Schedule 5.5 (this Agreement, such documents, certificates
or other writings and such financial statements delivered to each Purchaser
prior to February 12, 2007, being referred to, collectively, as the "Disclosure
Documents"), taken as a whole, do not contain any untrue statement of a material
fact or omit to state any material fact necessary to make the statements therein
not misleading in light of the circumstances under which they were made. Except
as disclosed in the Disclosure Documents, since December 31, 2005, there has
been no change in the financial condition, operations, business or properties of
the Company or any Restricted Subsidiary except changes that, individually or in
the aggregate, would not reasonably be expected to have a Material Adverse
Effect. There is no fact known to a Responsible Officer that would reasonably be
expected to have a Material Adverse Effect that has not been set forth herein or
in the Disclosure Documents; provided that this representation shall not include
any facts (a) that relate to the industry in which the Company or any Restricted
Subsidiary participates generally or (b) that relate to general economic
conditions.

         Section 5.4   Organization and Ownership of Shares of Subsidiaries;
Affiliates.

                  (a)  Schedule 5.4 contains (except as noted therein) complete
         and correct lists of (1) the Company's Restricted and Unrestricted
         Subsidiaries, showing, as to each Subsidiary, the correct name thereof,
         the jurisdiction of its organization and the percentage of shares of
         each class of its capital stock or similar equity interests outstanding
         owned by the Company and each other Subsidiary, (2) the Company's known
         Affiliates, other than Subsidiaries and (3) the Company's directors and
         senior officers.

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

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

                                       -9-
<PAGE>

                  (d)  No Subsidiary is a party to, or otherwise subject to, any
         legal, regulatory, contractual or other restriction (other than this
         Agreement, the agreements listed on Schedule 5.4 and customary
         limitations imposed by corporate law or similar statutes) restricting
         the ability of such Subsidiary to pay dividends out of profits or make
         any other similar distributions of profits to the Company or any other
         Subsidiary that owns outstanding shares of capital stock or similar
         equity interests of such Subsidiary.

         Section 5.5   Financial Statements; Material Liabilities. The
Company has delivered to each Purchaser copies of the financial statements of
the Company and its Subsidiaries listed on Schedule 5.5. All of said financial
statements (including in each case the related schedules and notes) fairly
present, in all material respects, the consolidated financial position of the
Company and its Subsidiaries as of the respective dates specified in such
Schedule and the consolidated results of their operations and cash flows for the
respective periods so specified and have been prepared in accordance with GAAP
consistently applied throughout the periods involved except as set forth in the
notes thereto (subject, in the case of any interim financial statements, to
normal year-end adjustments). The Company and its Subsidiaries do not have any
Material liabilities that are not disclosed on such financial statements or
otherwise disclosed in the Disclosure Documents.

         Section 5.6   Compliance with Laws, Other Instruments, Etc. The
execution, delivery and performance by the Company of this Agreement and the
Series 2007-A Notes and the execution, delivery and performance by each
Subsidiary Guarantor of the Subsidiary Guaranty will not (a) contravene, result
in any breach of, or constitute a default under, or result in the creation of
any Lien in respect of any property of the Company or any Subsidiary under, any
indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease,
corporate charter or by-laws, or any other agreement or instrument to which the
Company or any Subsidiary is bound or by which the Company or any Subsidiary or
any of their respective properties may be bound or affected, (b) conflict with
or result in a breach of any of the terms, conditions or provisions of any
order, judgment, decree or ruling of any court, arbitrator or Governmental
Authority applicable to the Company or any Subsidiary or (c) violate any
provision of any statute or other rule or regulation of any Governmental
Authority applicable to the Company or any Subsidiary.

         Section 5.7   Governmental Authorizations, Etc. No consent, approval or
authorization of, or registration, filing or declaration with, any Governmental
Authority is required to be made or obtained by the Company or any Subsidiary in
connection with the execution, delivery or performance by (a) the Company of
this Agreement or the Series 2007-A Notes or (b) any Subsidiary Guarantor of the
Subsidiary Guaranty.

                                      -10-
<PAGE>

         Section 5.8   Litigation; Observance of Agreements, Statutes and
Orders.

                  (a)  There are no actions, suits, investigations or
         proceedings pending or, to the knowledge of the Company, threatened
         against or affecting the Company or any Restricted Subsidiary or any
         property of the Company or any Restricted Subsidiary in any court or
         before any arbitrator of any kind or before or by any Governmental
         Authority that, individually or in the aggregate, would reasonably be
         expected to have a Material Adverse Effect.

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

         Section 5.9   Taxes. The Company and its Subsidiaries have filed all
tax returns that are required to have been filed in any jurisdiction, and have
paid all taxes shown to be due and payable on such returns and all other taxes
and assessments levied upon them or their properties, assets, income or
franchises, to the extent such taxes and assessments have become due and payable
and before they have become delinquent, except for any taxes and assessments (a)
the amount of which is not, individually or in the aggregate, Material or (b)
the amount, applicability or validity of which is currently being contested in
good faith by appropriate proceedings and with respect to which the Company or a
Subsidiary, as the case may be, has established adequate reserves in accordance
with GAAP. The Company knows of no basis for any other tax or assessment that
would reasonably be expected to have a Material Adverse Effect. The charges,
accruals and reserves on the books of the Company and its Subsidiaries in
respect of federal, state or other taxes for all fiscal periods are adequate.
The federal income tax liabilities of the Company and its Subsidiaries have been
finally determined (whether by reason of completed audits or the statute of
limitations having run) for all fiscal years up to and including the fiscal year
ended December 31, 2002.

         Section 5.10  Title to Property; Leases. The Company and its Restricted
Subsidiaries have good and sufficient title to their respective properties which
the Company and its Restricted Subsidiaries own or purport to own that,
individually or in the aggregate, are Material, including all such properties
reflected in the most recent audited balance sheet referred to in Section 5.5 or
purported to have been acquired by the Company or any Restricted Subsidiary
after said date (except as sold or otherwise disposed of in the ordinary course
of business), in each case free and clear of Liens prohibited by this Agreement.
All leases that, individually or in the aggregate, are Material are valid and
subsisting and are in full force and effect in all material respects.

         Section 5.11  Licenses, Permits, Etc.

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

                                      -11-
<PAGE>

                  (b)  To the best knowledge of the Company, no product of the
         Company or any of its Restricted Subsidiaries infringes in any material
         respect any license, permit, franchise, authorization, patent,
         copyright, proprietary software, service mark, trademark, trade name,
         domain name or other right owned by any other Person.

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

         Section 5.12  Compliance with ERISA.

                  (a)  The Company and each ERISA Affiliate have operated and
         administered each Plan in compliance with all applicable laws except
         for such instances of noncompliance as have not resulted in, and would
         not reasonably be expected to result in, a Material Adverse Effect.
         Neither the Company nor any ERISA Affiliate has incurred any liability
         pursuant to Title I or IV of ERISA or the penalty or excise tax
         provisions of the Code relating to employee benefit plans (as defined
         in Section 3 of ERISA), and no event, transaction or condition has
         occurred or exists that would reasonably be expected to result in the
         incurrence of any such liability by the Company or any ERISA Affiliate,
         or in the imposition of any Lien on any of the rights, properties or
         assets of the Company or any ERISA Affiliate, in either case pursuant
         to Title I or IV of ERISA or to such penalty or excise tax provisions
         or to Section 401(a)(29) or 412 of the Code or Section 4068 of ERISA,
         other than such liabilities or Liens as would not be, individually or
         in the aggregate, Material.

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

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

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

                                      -12-
<PAGE>

                  (e)  The execution and delivery of this Agreement and the
         issuance and sale of the Series 2007-A Notes hereunder to each
         Purchaser will not involve any transaction with respect to such
         Purchaser that is subject to the prohibitions of Section 406 of ERISA
         or in connection with which a tax would be imposed pursuant to Section
         4975(c)(1)(A)-(D) of the Code. The representation by the Company to
         each Purchaser in the first sentence of this Section 5.12(e) is made in
         reliance upon and subject to the accuracy of such Purchaser's
         representation in Section 6.3 as to the sources of the funds to be used
         to pay the purchase price of the Series 2007-A Notes to be purchased by
         such Purchaser.

         Section 5.13  Private Offering by the Company. Neither the Company nor
anyone acting on the Company's behalf has offered the Series 2007-A Notes, the
Subsidiary Guaranty or any similar securities for sale to, or solicited any
offer to buy any of the same from, or otherwise approached or negotiated in
respect thereof with, any Person other than the Purchasers and not more than
five other Institutional Investors of the type described in clause (c) of the
definition thereof, each of which has been offered the Series 2007-A Notes and
the Subsidiary Guaranty in connection with a private sale for investment.
Neither the Company nor anyone acting on the Company's behalf has taken, or will
take, any action that would subject the issuance or sale of the Series 2007-A
Notes or the Subsidiary Guaranty to the registration requirements of Section 5
of the Securities Act or to the registration requirements of any securities or
blue sky laws of any applicable jurisdiction. The representation by the Company
in the preceding sentence is made in reliance upon and subject to the accuracy
of the Purchasers' representations in Sections 6.1 and Section 6.2.

         Section 5.14  Use of Proceeds; Margin Regulations. The Company will
apply the proceeds of the sale of the Series 2007-A Notes to refinance existing
indebtedness and for other general corporate purposes of the Company. No part of
the proceeds from the sale of the Series 2007-A Notes hereunder will be used,
directly or indirectly, for the purpose of buying or carrying any margin stock
within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading
in any securities under such circumstances as to involve the Company in a
violation of Regulation X of said Board (12 CFR 224) or to involve any broker or
dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock
does not constitute more than 5% of the value of the consolidated total assets
of the Company and its Subsidiaries and the Company does not have any present
intention that margin stock will constitute more than 5% of the value of such
assets. As used in this Section, the terms "margin stock" and "purpose of buying
or carrying" shall have the meanings assigned to them in said Regulation U.

         Section 5.15  Existing Debt; Future Liens.

                  (a)  Except as described therein, Schedule 5.15 sets forth a
         complete and correct list of all outstanding Debt of the Company and
         its Restricted Subsidiaries as of February 28, 2007 (including a
         description of the obligors and obligees, principal amount outstanding
         and collateral therefor, if any, and Guaranty thereof, if any), since
         which date there has been no Material change in the amounts, interest
         rates, sinking funds, installment payments or maturities of the Debt of
         the Company or its Restricted Subsidiaries. Neither the Company nor any
         Restricted Subsidiary is in default and no waiver of default is
         currently in effect, in the payment of any principal or interest on any
         Debt of the Company or such Restricted Subsidiary, and no event or
         condition exists with respect to any Debt of the Company or any
         Restricted Subsidiary, that would permit (or that with notice or the
         lapse of time, or both, would permit) one or more Persons to cause such
         Debt to become due and payable before its stated maturity or before its
         regularly scheduled dates of payment.

                                      -13-
<PAGE>

                  (b)  Except as disclosed in Schedule 5.15, neither the Company
         nor any Restricted Subsidiary has agreed or consented to cause or
         permit in the future (upon the happening of a contingency or otherwise)
         any of its property, whether now owned or hereafter acquired, to be
         subject to a Lien not permitted by Section 10.3.

                  (c)  Neither the Company nor any Subsidiary is a party to, or
         otherwise subject to any provision contained in, any instrument
         evidencing Debt of the Company or such Subsidiary, any agreement
         relating thereto or any other agreement (including, but not limited to,
         its charter or other organizational document) which limits the amount
         of, or otherwise imposes restrictions on the incurring of, Debt of the
         Company, except as specifically indicated in Schedule 5.15.

         Section 5.16  Foreign Assets Control Regulations, Etc.

                  (a)  Neither the sale of the Series 2007-A Notes by the
         Company hereunder nor its use of the proceeds thereof will violate the
         Trading with the Enemy Act, as amended, or any of the foreign assets
         control regulations of the United States Treasury Department (31 CFR,
         Subtitle B, Chapter V, as amended) or any enabling legislation or
         executive order relating thereto.

                  (b)  Neither the Company nor any Subsidiary (1) is a Person
         described or designated in the Specially Designated Nationals and
         Blocked Persons List of the Office of Foreign Assets Control or in
         Section 1 of the Anti-Terrorism Order or (2) knowingly engages in any
         dealings or transactions with any such Person. The Company and its
         Subsidiaries are in compliance, in all material respects, with the USA
         Patriot Act.

                  (c)  No part of the proceeds from the sale of the Series
         2007-A Notes hereunder will be used, directly or indirectly, for any
         payments to any governmental official or employee, political party,
         official of a political party, candidate for political office, or
         anyone else acting in an official capacity, in order to obtain, retain
         or direct business or obtain any improper advantage, in violation of
         the United States Foreign Corrupt Practices Act of 1977, as amended,
         assuming in all cases that such Act applies to the Company.

         Section 5.17  Status under Certain Statutes. Neither the Company nor
any Restricted Subsidiary is subject to regulation under the Investment Company
Act of 1940, as amended, the Public Utility Holding Company Act of 2005, as
amended, the ICC Termination Act of 1995, as amended, or the Federal Power Act,
as amended.

                                      -14-
<PAGE>

         Section 5.18  Environmental Matters.

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

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

                  (c)  Neither the Company nor any Restricted Subsidiary has
         stored any Hazardous Materials on real properties now or formerly
         owned, leased or operated by any of them or has disposed of any
         Hazardous Materials in each case in a manner contrary to any
         Environmental Laws in each case in any manner that would reasonably be
         expected to result in a Material Adverse Effect.

                  (d)  All buildings on all real properties now owned, leased or
         operated by the Company or any Restricted Subsidiary are in compliance
         with applicable Environmental Laws, except where failure to comply
         would not reasonably be expected to result in a Material Adverse
         Effect.

         Section 5.19  Notes Rank Pari Passu.

                  (a)  The obligations of the Company under this Agreement and
         the Series 2007-A Notes rank pari passu in right of payment with all
         other unsecured Senior Debt (actual or contingent) of the Company,
         including, without limitation, all unsecured Senior Debt of the Company
         described in Schedule 5.15.

                  (b)  The obligations of each Subsidiary Guarantor under the
         Subsidiary Guaranty rank pari passu in right of payment with all other
         unsecured Senior Debt (actual or contingent) of such Subsidiary
         Guarantor, including, without limitation, all unsecured Senior Debt of
         such Subsidiary Guarantor described in Schedule 5.15.

                                      -15-
<PAGE>

SECTION 6. REPRESENTATIONS OF THE PURCHASERS.

         Section 6.1   Purchase for Investment. Each Purchaser severally
represents that it is purchasing the Series 2007-A Notes for its own account or
for one or more separate accounts maintained by it or for the account of one or
more pension or trust funds and not with a view to the distribution thereof,
provided that any Notes purchased by Banc of America Securities LLC on the
Closing Date may, in the alternative, be purchased with the intent to be resold
to a Qualified Institutional Buyer pursuant to Rule 144A of the Securities Act,
provided further that, in any case, the disposition of such Purchaser's or such
pension or trust fund's property shall at all times be within such Purchaser's
or such pension or trust fund's control. Each Purchaser understands that the
Series 2007-A Notes have not been registered under the Securities Act and may be
resold only if registered pursuant to the provisions of the Securities Act or if
an exemption from registration is available, except under circumstances where
neither such registration nor such an exemption is required by law, and that the
Company is not required to register the Series 2007-A Notes.

         Section 6.2   Accredited Investor. Each Purchaser represents that it is
an "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act) acting for its own account (and not for
the account of others) or as a fiduciary or agent for others (which others are
also "accredited investors"). Each Purchaser further represents that such
Purchaser has had the opportunity to ask questions of the Company and received
answers concerning the terms and conditions of the sale of the Series 2007-A
Notes.

         Section 6.3   Source of Funds. Each Purchaser severally represents that
at least one of the following statements is an accurate representation as to
each source of funds (a "Source") to be used by such Purchaser to pay the
purchase price of the Series 2007-A Notes to be purchased by such Purchaser
hereunder:

                  (a)  the Source is an "insurance company general account" (as
         the term is defined in the United States Department of Labor's
         Prohibited Transaction Class Exemption ("PTE") 95-60) in respect of
         which the reserves and liabilities (as defined by the annual statement
         for life insurance companies approved by the NAIC (the "NAIC Annual
         Statement")) for the general account contract(s) held by or on behalf
         of any employee benefit plan together with the amount of the reserves
         and liabilities for the general account contract(s) held by or on
         behalf of any other employee benefit plans maintained by the same
         employer (or affiliate thereof as defined in PTE 95-60) or by the same
         employee organization in the general account do not exceed 10% of the
         total reserves and liabilities of the general account (exclusive of
         separate account liabilities) plus surplus as set forth in the NAIC
         Annual Statement filed with such Purchaser's state of domicile; or

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

                  (c)  the Source is either (1) an insurance company pooled
         separate account, within the meaning of PTE 90-1 or (2) a bank
         collective investment fund, within the meaning of PTE 91-38 and, except
         as disclosed by such Purchaser to the Company in writing pursuant to
         this clause (c), no employee benefit plan or group of plans maintained
         by the same employer or employee organization beneficially owns more
         than 10% of all assets allocated to such pooled separate account or
         collective investment fund; or

                                      -16-
<PAGE>

                  (d)  the Source constitutes assets of an "investment fund"
         (within the meaning of Part V of PTE 84-14 (the "QPAM Exemption"))
         managed by a "qualified professional asset manager" or "QPAM" (within
         the meaning of Part V of the QPAM Exemption), no employee benefit
         plan's assets that are included in such investment fund, when combined
         with the assets of all other employee benefit plans established or
         maintained by the same employer or by an affiliate (within the meaning
         of Section V(c)(1) of the QPAM Exemption) of such employer or by the
         same employee organization and managed by such QPAM, exceed 20% of the
         total client assets managed by such QPAM, the conditions of Part I(c)
         and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a
         Person controlling or controlled by the QPAM (applying the definition
         of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more
         interest in the Company and (1) the identity of such QPAM and (2) the
         names of all employee benefit plans whose assets are included in such
         investment fund have been disclosed to the Company in writing pursuant
         to this clause (d); or

                  (e)  the Source constitutes assets of a "plan(s)" (within the
         meaning of Section IV of PTE 96-23 (the "INHAM Exemption")) managed by
         an "in-house asset manager" or "INHAM" (within the meaning of Part IV
         of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of
         the INHAM Exemption are satisfied, neither the INHAM nor a Person
         controlling or controlled by the INHAM (applying the definition of
         "control" in Section IV(d) of the INHAM Exemption) owns a 5% or more
         interest in the Company and (1) the identity of such INHAM and (2) the
         name(s) of the employee benefit plan(s) whose assets constitute the
         Source have been disclosed to the Company in writing pursuant to this
         clause (e); or

                  (f)  the Source is a governmental plan; or

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

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

As used in this Section 6.3, the terms "employee benefit plan," "governmental
plan" and "separate account" shall have the respective meanings assigned to such
terms in Section 3 of ERISA.

                                      -17-
<PAGE>

SECTION 7. INFORMATION AS TO COMPANY.

         Section 7.1   Financial and Business Information. The Company shall
deliver to each holder of Notes that is an Institutional Investor:

                  (a)  Quarterly Statements -- within 60 days after the end of
         each quarterly fiscal period in each fiscal year of the Company (other
         than the last quarterly fiscal period of each such fiscal year), copies
         of:

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

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

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

                  (b)  Annual Statements-- within 105 days after the end of each
         fiscal year of the Company, copies of:

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

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

         setting forth in each case in comparative form the figures for the
         previous fiscal year, all in reasonable detail, prepared in accordance
         with GAAP, and accompanied by an opinion thereon of independent
         certified public accountants of recognized national standing, which
         opinion shall state that such financial statements present fairly, in
         all material respects, the financial position of the companies being
         reported upon and their results of operations and cash flows and have
         been prepared in conformity with GAAP, and that the examination of such
         accountants in connection with such financial statements has been made
         in accordance with generally accepted auditing standards, and that such
         audit provides a reasonable basis for such opinion in the
         circumstances, provided that the delivery within the time period
         specified above of the Company's Annual Report on Form 10-K for such
         fiscal year (together with the Company's annual report to shareholders,
         if any, prepared pursuant to Rule 14a-3 under the Exchange Act)
         prepared in accordance with the requirements therefor and filed with
         the SEC shall be deemed to satisfy the requirements of this Section
         7.1(b);

                                      -18-
<PAGE>

                  (c)  SEC and Other Reports -- except for filings referred to
         in Section 7.1(a) and (b) above, promptly upon their becoming available
         and, to the extent applicable, one copy of (1) each financial
         statement, report, notice or proxy statement sent by the Company or any
         Subsidiary to its principal lending banks as a whole (excluding
         information sent to such banks in the ordinary course of administration
         of a bank facility, such as information relating to pricing and
         borrowing availability) or to its public securities holders generally
         and (2) each regular or periodic report, each registration statement
         that shall have become effective (without exhibits except as expressly
         requested by such holder), and each final prospectus and all amendments
         thereto filed by the Company or any Subsidiary with the SEC;

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

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

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

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

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

                                      -19-
<PAGE>

                       (4)  receipt of notice of the imposition of a Material
                  financial penalty (which for this purpose shall mean any tax,
                  penalty or other liability, whether by way of indemnity or
                  otherwise) with respect to one or more Non-U.S. Plans;

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

                  (g)  Supplements -- promptly and in any event within 10
         Business Days after the execution and delivery of any Supplement, a
         copy thereof; and

                  (h)  Requested Information -- with reasonable promptness, such
         other data and information relating to the business, operations,
         affairs, financial condition, assets or properties of the Company or
         any of its Subsidiaries or relating to the ability of the Company to
         perform its obligations hereunder and under the Notes as from time to
         time may be reasonably requested by any such holder of Notes or such
         information regarding the Company required to satisfy the requirements
         of 17 C.F.R. Section 230.144A, as amended from time to time, in
         connection with any contemplated transfer of the Notes.

         Notwithstanding the foregoing, in the event that one or more
Unrestricted Subsidiaries shall either (i) own more than 10% of the consolidated
total assets of the Company and its Subsidiaries or (ii) account for more than
10% of the consolidated gross revenues of the Company and its Subsidiaries,
determined in each case in accordance with GAAP, then, within the respective
periods provided in Section 7.1(a) and (b) above, the Company shall deliver to
each holder of Notes that is an Institutional Investor, unaudited financial
statements of the character and for the dates and periods as in said Sections
7.1(a) and (b) covering such group of Unrestricted Subsidiaries (on a
consolidated basis), together with a consolidating statement reflecting
eliminations or adjustments required to reconcile the financial statements of
such group of Unrestricted Subsidiaries to the financial statements delivered
pursuant to Sections 7.1(a) and (b).

         Section 7.2  Officer's Certificate. Each set of financial statements
delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b)
shall be accompanied by a certificate of a Senior Financial Officer of the
Company setting forth:

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

                                      -20-
<PAGE>

                  (b)  Event of Default -- a statement that such Senior
         Financial Officer has reviewed the relevant terms hereof and has made,
         or caused to be made, under his or her supervision, a review of the
         transactions and conditions of the Company and its Subsidiaries from
         the beginning of the quarterly or annual period covered by the
         statements then being furnished to the date of the certificate and that
         such review shall not have disclosed the existence during such period
         of any condition or event that constitutes a Default or an Event of
         Default or, if any such condition or event existed or exists specifying
         the nature and period of existence thereof and what action the Company
         shall have taken or proposes to take with respect thereto.

         Section 7.3   Visitation. The Company shall permit the representatives
of each holder of Notes that is an Institutional Investor:

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

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

SECTION 8. PAYMENT OF THE NOTES.

         Section 8.1   Required Prepayments; Maturity.

                  (a)  Series 2007-A Tranche 1 Notes. The Series 2007-A Tranche
         1 Notes shall not be subject to any required prepayments and the entire
         unpaid principal amount of the Series 2007-A Tranche 1 Notes shall
         become due and payable on April 2, 2017.

                  (b)  Series 2007-A Tranche 2 Notes. The Series 2007-A Tranche
         2 Notes shall not be subject to any required prepayments and the entire
         unpaid principal amount of the Series 2007-A Tranche 2 Notes shall
         become due and payable on April 2, 2017.

                  (c)  Required Prepayment of Additional Notes. Each Series and
         tranche, if applicable, of Additional Notes shall be subject to
         required prepayments as specified in the Supplement pursuant to which
         such Series and tranche, if applicable, of Additional Notes were
         issued.

                                      -21-
<PAGE>

         Section 8.2   Optional Prepayments.

                  (a)  Optional Prepayments of Fixed Rate Notes. The Company
         may, at its option, upon notice as provided below, prepay at any time
         all, or from time to time any part of, any Series of Fixed Rate Notes,
         in an amount not less than 10% of the original aggregate principal
         amount of such Series of Fixed Rate Notes in the case of a partial
         prepayment, at 100% of the principal amount so prepaid, plus accrued
         and unpaid interest, plus the applicable Make-Whole Amount, if any,
         determined for the prepayment date with respect to such principal
         amount.

                  (b)  Optional Prepayments of Floating Rate Notes. The Company
         may, at its option, upon notice as provided below, prepay at any time
         all, or from time to time any part of, any Series or tranche of
         Floating Rate Notes, in an amount not less than 10% of the original
         aggregate principal amount of such Series or tranche of Floating Rate
         Notes in the case of a partial prepayment, at 100% of the principal
         amount so prepaid, plus accrued and unpaid interest, plus the
         applicable Prepayment Premium, if any, determined for the prepayment
         date with respect to such principal amount and, if such prepayment
         occurs on any date other than an Interest Payment Date, the applicable
         Breakage Amount, if any.

                  (c)  Optional Prepayment following Default. Notwithstanding
         anything contained herein to the contrary, the Company may not prepay
         any Series or tranche of Notes under Section 8.2(a) or 8.2(b) if a
         Default or Event of Default shall have occurred and be continuing or
         would result from such optional prepayment unless all Notes at the time
         outstanding are prepaid on a pro rata basis.

                  (d)  Notice of Optional Prepayments. The Company will give
         each holder of Notes of the Series and tranche to be prepaid (with a
         copy to each other holder of Notes) written notice of each optional
         prepayment of Notes of such Series and tranche under this Section 8.2
         not less than 30 days and not more than 60 days prior to the date fixed
         for such prepayment. Each such notice shall specify such date (which
         shall be a Business Day), the aggregate principal amount of the Notes
         of each Series and tranche to be prepaid on such date, the principal
         amount of each Note held by such holder to be prepaid (determined in
         accordance with Section 8.3), and the interest to be paid on the
         prepayment date with respect to such principal amount being prepaid,
         and shall be accompanied by a certificate of a Senior Financial Officer
         as to the estimated Make-Whole Amount, if any, or Prepayment Premium,
         if any, as applicable, due in connection with such prepayment
         (calculated as if the date of such notice were the date of the
         prepayment), setting forth the details of such computation. In the case
         of prepayments of Fixed Rate Notes, two Business Days prior to such
         prepayment, the Company shall deliver to each holder of Fixed Rate
         Notes a certificate of a Senior Financial Officer specifying the
         calculation of the applicable Make-Whole Amount as of the specified
         prepayment date.

                                      -22-
<PAGE>

         Section 8.3   Allocation of Partial Prepayments. In the case of each
partial prepayment of the Notes pursuant to the provisions of Section 8.2, the
principal amount of the Notes of the Series and tranche, if applicable, to be
prepaid shall be allocated among all of the Notes of such Series and tranche, if
applicable, at the time outstanding in proportion, as nearly as practicable, to
the respective unpaid principal amounts thereof. All regularly scheduled partial
prepayments made with respect to any Series of Additional Notes pursuant to any
Supplement shall be allocated as provided therein.

         Section 8.4   Maturity; Surrender, Etc. In the case of each prepayment
of Notes pursuant to this Section 8, the principal amount of each Note to be
prepaid shall mature and become due and payable on the date fixed for such
prepayment (which shall be a Business Day), together with interest on such
principal amount accrued to such date and the applicable Make-Whole Amount, if
any, or Prepayment Premium, if any, and Breakage Amount, if any. From and after
such date, unless the Company shall fail to pay such principal amount when so
due and payable, together with the interest and Make-Whole Amount, if any, or
Prepayment Premium, if any, and Breakage Amount, if any, as aforesaid, interest
on such principal amount shall cease to accrue. Any Note paid or prepaid in full
shall be surrendered to the Company and cancelled and shall not be reissued, and
no Note shall be issued in lieu of any prepaid principal amount of any Note.

         Section 8.5   Purchase of Notes. The Company will not, and will not
permit any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly
or indirectly, any of the outstanding Notes of any Series except (a) upon the
payment or prepayment of the Notes of any Series in accordance with the terms of
this Agreement (including any Supplement) and the Notes of such Series or (b)
pursuant to a written offer to purchase any outstanding Notes of any Series made
by the Company or an Affiliate pro rata to the holders of the Notes of such
Series upon the same terms and conditions (except that if such Series has more
than one separate tranche, such written offer shall be allocated among all of
the separate tranches of such Series at the time outstanding in proportion, as
nearly as practicable, to the respective unpaid principal amounts thereof but
such written offer may otherwise differ among such separate tranches and such
written offer shall be made pro rata to the holders of the same tranches of such
Series upon the same terms and conditions). Notwithstanding the foregoing
sentence, if a Default or Event of Default shall have occurred and be
continuing, such an offer to purchase made by the Company or an Affiliate shall
be made pro rata to the holders of all Notes at the time outstanding. Any such
offer shall provide each holder of the Notes of the Series being offered for
purchase with sufficient information to enable it to make an informed decision
with respect to such offer and shall remain open for at least 10 Business Days.
If the holders of more than 50% of the outstanding principal amount of the Notes
of the Series being offered for purchase accept such offer, the Company shall
promptly notify the remaining holders of such Series of such fact and the
expiration date for the acceptance by such holders of such offer shall be
extended by the number of days necessary to give each such remaining holder at
least 5 Business Days from its receipt of such notice to accept such offer. The
Company will promptly cancel all Notes acquired by it or any Affiliate pursuant
to any payment, prepayment or purchase of Notes pursuant to any provision of
this Agreement and no Notes may be issued in substitution or exchange for any
such Notes.

                                      -23-
<PAGE>

         Section 8.6   Offer to Prepay Upon Sale of Assets.

                  (a)  Notice and Offer. In the event of a sale, lease or other
         disposition of a "substantial part" of the assets of the Company or any
         Restricted Subsidiary where the Company has elected to apply the net
         proceeds of such sale, lease or other disposition pursuant to Section
         10.5(b), the Company shall, no later than the 305th day following the
         date of such sale, lease or other disposition, give written notice of
         such event (a "Sale of Assets Prepayment Event") to each holder of
         Notes. Such notice shall contain, and shall constitute, an irrevocable
         offer to prepay a Ratable Portion of the Notes held by such holder on
         the date specified in such notice (the "Sale of Assets Prepayment
         Date") which date shall be not less than 30 days and not more than 60
         days after such notice.

                  (b)  Acceptance and Payment. A holder of Notes may accept or
         reject the offer to prepay pursuant to this Section 8.6 by causing a
         notice of such acceptance or rejection to be delivered to the Company
         at least 10 days prior to the Sale of Assets Prepayment Date. A failure
         by a holder of the Notes to respond to an offer to prepay made pursuant
         to this Section 8.6 shall be deemed to constitute an acceptance of such
         offer by such holder. If so accepted, such offered prepayment in
         respect of the Ratable Portion of the Notes of each holder that has
         accepted such offer shall be due and payable on the Sale of Assets
         Prepayment Date. Such offered prepayment shall be made at 100% of the
         aggregate Ratable Portion of the Notes of each holder that has accepted
         such offer, together with interest on that portion of the Notes then
         being prepaid accrued to the Sale of Assets Prepayment Date and, if
         applicable, the Breakage Amount, if any, with respect to the principal
         being prepaid but, in any case, without any Make-Whole Amount or
         Prepayment Premium.

                  (c)  Officer's Certificate. Each offer to prepay the Notes
         pursuant to this Section 8.6 shall be accompanied by a certificate,
         executed by a Senior Financial Officer of the Company and dated the
         date of such offer, specifying: (1) the Sale of Assets Prepayment Date;
         (2) that such offer is being made pursuant to this Section 8.6 and that
         the failure by a holder to respond to such offer by the deadline
         established in Section 8.6(b) shall result in such offer to such holder
         being deemed accepted; (3) the Ratable Portion of each such Note
         offered to be prepaid; (4) the interest that would be due on the
         Ratable Portion of each such Note offered to be prepaid, accrued to the
         Sale of Assets Prepayment Date; (5) that the conditions of this Section
         8.6 have been satisfied and (6) in reasonable detail, a description of
         the nature and date of the Sale of Assets Prepayment Event giving rise
         to such offer of prepayment.

         Section 8.7   Make-Whole Amount for the Series 2007-A Tranche 1 Notes.
The term "Make-Whole Amount" shall mean, with respect to any Series 2007-A
Tranche 1 Note, an amount equal to the excess, if any, of the Discounted Value
of the Remaining Scheduled Payments with respect to the Called Principal of such
Series 2007-A Tranche 1 Note, minus the amount of such Called Principal,
provided that the Make-Whole Amount may in no event be less than zero. For the
purposes of determining the Make-Whole Amount, the following terms have the
following meanings:

                                      -24-
<PAGE>

                  "Called Principal" shall mean, with respect to any Series
         2007-A Tranche 1 Note, the principal of such Series 2007-A Tranche 1
         Note that is to be prepaid pursuant to Section 8.2 or has become or is
         declared to be immediately due and payable pursuant to Section 12.1, as
         the context requires.

                  "Discounted Value" shall mean, with respect to the Called
         Principal of any Series 2007-A Tranche 1 Note, the amount obtained by
         discounting all Remaining Scheduled Payments with respect to such
         Called Principal from their respective scheduled due dates to the
         Settlement Date with respect to such Called Principal, in accordance
         with accepted financial practice and at a discount factor (applied on
         the same periodic basis as that on which interest on the Series 2007-A
         Tranche 1 Notes is payable) equal to the Reinvestment Yield with
         respect to such Called Principal.

                  "Reinvestment Yield" shall mean, with respect to the Called
         Principal of any Series 2007-A Tranche 1 Note, 0.50% plus the yield to
         maturity calculated by using (a) the yields reported, as of 10:00 a.m.
         (New York, New York time) on the second Business Day preceding the
         Settlement Date with respect to such Called Principal, on the display
         designated as "Page PX1" (or such other display as may replace Page PX1
         on Bloomberg Financial Markets ("Bloomberg") or, if Page PX1 (or its
         successor screen on Bloomberg) is unavailable, the Telerate Access
         Service screen which corresponds most closely to Page PX1) for the most
         recently issued actively traded U.S. Treasury securities having a
         maturity equal to the Remaining Average Life of such Called Principal
         as of such Settlement Date, or (b) if such yields are not reported as
         of such time or the yields reported as of such time are not
         ascertainable (including by way of interpolation), the Treasury
         Constant Maturity Series Yields reported, for the latest day for which
         such yields have been so reported as of the second Business Day
         preceding the Settlement Date with respect to such Called Principal, in
         Federal Reserve Statistical Release H.15 (519) (or any comparable
         successor publication) for actively traded U.S. Treasury securities
         having a constant maturity equal to the Remaining Average Life of such
         Called Principal as of such Settlement Date. In either case, the yield
         will be determined, if necessary, by (1) converting U.S. Treasury bill
         quotations to bond-equivalent yields in accordance with accepted
         financial practice and (2) interpolating linearly on a straight line
         basis between (i) the actively traded U.S. Treasury security with the
         maturity closest to and greater than such Remaining Average Life and
         (ii) the actively traded U.S. Treasury security with the maturity
         closest to and less than such Remaining Average Life. The Reinvestment
         Yield shall be rounded to the number of decimal places as appears in
         the interest rate of such Series 2007-A Tranche 1 Notes.

                  "Remaining Average Life" shall mean, with respect to the
         Called Principal of any Series 2007-A Tranche 1 Note, the number of
         years (calculated to the nearest one-twelfth year) obtained by dividing
         (a) such Called Principal into (b) the sum of the products obtained by
         multiplying (1) the principal component of each Remaining Scheduled
         Payment with respect to such Called Principal by (2) the number of
         years (calculated to the nearest one-twelfth year) that will elapse
         between the Settlement Date with respect to such Called Principal and
         the scheduled due date of such Remaining Scheduled Payment.

                                      -25-
<PAGE>

                  "Remaining Scheduled Payments" shall mean, with respect to the
         Called Principal of any Series 2007-A Tranche 1 Note, all payments of
         such Called Principal and interest thereon that would be due after the
         Settlement Date with respect to such Called Principal if no payment of
         such Called Principal were made prior to its scheduled due date,
         provided that if such Settlement Date is not a date on which interest
         payments are due to be made under the terms of such Series 2007-A
         Tranche 1 Notes, then the amount of the next succeeding scheduled
         interest payment will be reduced by the amount of interest accrued to
         such Settlement Date and required to be paid on such Settlement Date
         pursuant to Section 8.2 or Section 12.1.

                  "Settlement Date" shall mean, with respect to the Called
         Principal of any Series 2007-A Tranche 1 Note, the date on which such
         Called Principal is to be prepaid pursuant to Section 8.2 or has become
         or is declared to be immediately due and payable pursuant to Section
         12.1, as the context requires.

SECTION 9. AFFIRMATIVE COVENANTS.

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

         Section 9.1   Compliance with Law. Without limiting Section 10.8, the
Company will, and will cause each of its Subsidiaries to, comply with all laws,
ordinances or governmental rules or regulations to which each of them is
subject, including, without limitation, Environmental Laws, ERISA and the USA
Patriot Act, and will obtain and maintain in effect all licenses, certificates,
permits, franchises and other governmental authorizations necessary to the
ownership of their respective properties or to the conduct of their respective
businesses, in each case to the extent necessary to ensure that non-compliance
with such laws, ordinances or governmental rules or regulations or failures to
obtain or maintain in effect such licenses, certificates, permits, franchises
and other governmental authorizations would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

         Section 9.2   Insurance. The Company will, and will cause each of its
Restricted Subsidiaries to, maintain, with financially sound and reputable
insurers, insurance with respect to their respective properties and businesses
against such casualties and contingencies, of such types, on such terms and in
such amounts (including deductibles, co-insurance and self-insurance, if
adequate reserves are maintained with respect thereto) as is customary in the
case of entities of established reputations engaged in the same or a similar
business and similarly situated.

         Section 9.3   Maintenance of Properties. The Company will, and will
cause each of its Restricted Subsidiaries to, maintain and keep, or cause to be
maintained and kept, their respective properties in good repair, working order
and condition (other than ordinary wear and tear), so that the business carried
on in connection therewith may be properly conducted at all times, provided that
this Section shall not prevent the Company or any Restricted Subsidiary from
discontinuing the operation and the maintenance of any of its properties if such
discontinuance is desirable in the conduct of its business and the Company has
concluded that such discontinuance would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

                                      -26-
<PAGE>

         Section 9.4   Payment of Taxes and Claims. The Company will, and will
cause each of its Subsidiaries to, file all tax returns required to be filed in
any jurisdiction and to pay and discharge all taxes shown to be due and payable
on such returns and all other taxes, assessments, governmental charges or levies
imposed upon them or any of their properties, assets, income or franchises, to
the extent such taxes, assessments, governmental charges or levies have become
due and payable and before they have become delinquent and all claims for which
sums have become due and payable that have or might become a Lien on properties
or assets of the Company or any Subsidiary, provided that neither the Company
nor any Subsidiary need pay any such tax, assessment, governmental charge, levy
or claim if (a) the amount, applicability or validity thereof is contested by
the Company or such Subsidiary on a timely basis in good faith and in
appropriate proceedings, and the Company or a Subsidiary has established
adequate reserves therefor in accordance with GAAP on the books of the Company
or such Subsidiary or (b) the non-filing or nonpayment, as the case may be, of
all such taxes, assessments, governmental charges, levies and claims in the
aggregate would not reasonably be expected to have a Material Adverse Effect.

         Section 9.5   Corporate Existence, Etc. Subject to Section 10.4, the
Company will at all times preserve and keep in full force and effect its
corporate existence. Subject to Sections 10.4 and 10.5, the Company will at all
times preserve and keep in full force and effect the corporate or other
existence of each of its Restricted Subsidiaries (unless merged into the Company
or a Restricted Subsidiary) and all rights and franchises of the Company and its
Restricted Subsidiaries unless, in the good faith judgment of the Company, the
termination of or failure to preserve and keep in full force and effect such
corporate or other existence, right or franchise would not, individually or in
the aggregate, have a Material Adverse Effect.

         Section 9.6   Notes and Subsidiary Guaranty to Rank Pari Passu.

                  (a)  The Notes and all other obligations under this Agreement
         of the Company are and at all times shall remain direct and unsecured
         obligations of the Company ranking pari passu as against the assets of
         the Company with all other Notes from time to time issued and
         outstanding hereunder without any preference among themselves and pari
         passu with all other present and future unsecured Senior Debt (actual
         or contingent) of the Company.

                  (b)  The Subsidiary Guaranty and all other obligations of each
         Subsidiary Guarantor under the Subsidiary Guaranty are and at all times
         shall remain direct and unsecured obligations of such Subsidiary
         Guarantor ranking pari passu as against the assets of such Subsidiary
         Guarantor with all other present and future unsecured Senior Debt
         (actual or contingent) of such Subsidiary Guarantor.

         Section 9.7   Books and Records. The Company will, and will cause each
of its Restricted Subsidiaries to, maintain proper books of record and account
in conformity with GAAP and all applicable requirements of any Governmental
Authority having legal or regulatory jurisdiction over the Company or such
Restricted Subsidiary, as the case may be.

                                      -27-
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         Section 9.8   Designation of Subsidiaries. The Company may from time to
time cause any Subsidiary (other than a Subsidiary Guarantor) to be designated
as an Unrestricted Subsidiary or any Unrestricted Subsidiary to be designated a
Restricted Subsidiary; provided, however, that at the time of such designation
and immediately after giving effect thereto, (a) no Default or Event of Default
shall have occurred and be continuing under the terms of this Agreement and (b)
the Company and its Subsidiaries or Restricted Subsidiaries, as the case may be,
would be in compliance with all of the covenants set forth in this Section 9 and
Section 10 if tested on the date of such action and provided, further, that,
except as required in order for the Company to comply with the requirements of
Section 10.9, once a Subsidiary has been designated an Unrestricted Subsidiary
or a Restricted Subsidiary pursuant to this Section 9.8, it shall not thereafter
be redesignated as an Unrestricted Subsidiary or a Restricted Subsidiary on more
than one occasion. Within 10 days following any designation described above, the
Company will deliver to each holder of Notes a notice of such designation
accompanied by a certificate signed by a Senior Financial Officer of the Company
certifying compliance with all requirements of this Section 9.8 and setting
forth all information required in order to establish such compliance.

         Section 9.9   Additional Subsidiary Guarantors. The Company will cause
any Subsidiary which becomes an obligor, co-obligor or guarantor in respect of
Debt under the Bank Credit Agreement to become a party to the Subsidiary
Guaranty and deliver to each of the holders of the Notes (concurrently with
becoming an obligor, co-obligor or guarantor in respect of Debt under the Bank
Credit Agreement) the following items:

                  (a)  a supplement to the Subsidiary Guaranty in the form of
         Exhibit A to the Subsidiary Guaranty (a "Guaranty Supplement");

                  (b)  a certificate signed by an authorized Responsible Officer
         making representations and warranties to the effect of those contained
         in Sections 5.2, 5.4, 5.6 and 5.7, with respect to such Subsidiary and
         such Subsidiary Guaranty, as applicable; and

                  (c)  an opinion of counsel (who may be in-house counsel for
         the Company) addressed to each of the holders of the Notes which
         opinion shall be satisfactory to the Required Holders, to the effect
         that the Guaranty Supplement has been duly authorized, executed and
         delivered and that such Subsidiary Guaranty constitutes the legal,
         valid and binding contract and agreement of such Subsidiary enforceable
         in accordance with its terms, except as an enforcement of such terms
         may be limited by bankruptcy, insolvency, fraudulent conveyance and
         similar laws affecting the enforcement of creditors' rights generally
         and by general equitable principles.

         Anything in this Section 9.9 to the contrary notwithstanding, a Foreign
Subsidiary that is or becomes a borrower under the Bank Credit Agreement shall
not be deemed to be an obligor, guarantor or co-obligor of obligations existing
under the Bank Credit Agreement for purposes of this Section 9.9 if such
Subsidiary shall have no obligations under the Bank Credit Agreement or any
other agreement or instrument for the repayment of any Debt outstanding under
the Bank Credit Agreement (whether upon default by any party to the Bank Credit
Agreement or otherwise) other than Debt directly borrowed by such Subsidiary.

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SECTION 10. NEGATIVE COVENANTS.

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

         Section 10.1  Consolidated Debt to Consolidated EBITDA. The Company
will not, at any time, permit the ratio of (a) Consolidated Debt at such time to
(b) Consolidated EBITDA for the period of four consecutive fiscal quarters
ending on, or most recently ended prior to, such time to be greater than the
Maximum Leverage Ratio. "Maximum Leverage Ratio" shall mean (1) at any time
during any fiscal quarter in which the Company has provided the holders of Notes
with a Notice of Election to Increase Leverage Ratio and during each of the
three consecutive fiscal quarters immediately thereafter, 3.75 to 1.00 and (2)
at any other time, 3.25 to 1.00.

         In this Section 10.1, for purposes of calculating Consolidated EBITDA
for any period of four consecutive fiscal quarters, if during such period (1)
the Company or any Restricted Subsidiary shall have acquired or disposed of any
Person or acquired or disposed of all or substantially all of the assets of any
Person or any business unit or division of any Person or (2) any Restricted
Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted
Subsidiary is designated a Restricted Subsidiary, Consolidated EBITDA for such
period shall be calculated after giving pro forma effect thereto as if such
transaction occurred on the first day of such period.

         Section 10.2  Priority Debt. The Company will not, at any time, permit
the aggregate amount of all Priority Debt to exceed an amount equal to 20% of
Consolidated Total Assets determined as of the end of the then most recently
ended fiscal quarter of the Company.

         Section 10.3  Limitation on Liens. The Company will not, and will not
permit any Restricted Subsidiary to, directly or indirectly create, incur,
assume or permit to exist (upon the happening of a contingency or otherwise) any
Lien on or with respect to any property or asset (including, without limitation,
any document or instrument in respect of goods or accounts receivable) of the
Company or any Restricted Subsidiary, whether now owned or held or hereafter
acquired, or any income or profits therefrom, or assign or otherwise convey any
right to receive income or profits (unless it makes, or causes to be made,
effective provision whereby the Notes will be equally and ratably secured with
any and all other obligations thereby secured, such security to be pursuant to
an agreement reasonably satisfactory to the Required Holders and, in any such
case, the Notes shall have the benefit, to the fullest extent that, and with
such priority as, the holders of the Notes may be entitled under applicable law,
of an equitable Lien on such property), except:

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

                  (b)  Liens incidental to the conduct of business or the
         ownership of properties and assets (including landlords', carriers',
         warehousemen's, mechanics', materialmen's and other similar Liens for
         sums not yet due and payable) and Liens to secure the performance of
         bids, tenders, leases or trade contracts or to secure statutory
         obligations (including obligations under workers compensation,
         unemployment insurance and other social security legislation), surety
         or appeal bonds or other Liens incurred in the ordinary course of
         business and not in connection with the borrowing of money;

                                      -29-
<PAGE>

                  (c)  leases or subleases granted to others, easements,
         rights-of-way, restrictions and other similar charges or encumbrances,
         in each case incidental to the ownership of property or assets or the
         ordinary conduct of the business of the Company or any Restricted
         Subsidiary, and Liens incidental to minor survey exceptions and the
         like, provided that such Liens do not, in the aggregate, materially
         detract from the value of such property;

                  (d)  any attachment or judgment Lien, unless the judgment it
         secures shall not, within 60 days after the entry thereof, have been
         discharged or execution thereof stayed pending appeal, or shall not
         have been discharged within 60 days after the expiration of any such
         stay;

                  (e)  Liens securing Debt of a Restricted Subsidiary to the
         Company or to another Restricted Subsidiary;

                  (f)  Liens existing on the Closing Date and reflected in
         Schedule 10.3;

                  (g)  Liens incurred after the Closing Date given to secure the
         payment of the purchase price incurred in connection with the
         acquisition, construction or improvement of property (other than
         accounts receivable or inventory) useful and intended to be used in
         carrying on the business of the Company or a Restricted Subsidiary,
         including Liens existing on such property at the time of acquisition or
         construction thereof or improvement thereon or Liens incurred within
         365 days of such acquisition or completion of such construction or
         improvement; provided that (1) the Lien shall attach solely to the
         property acquired, purchased, constructed or improved, (2) at the time
         of acquisition, construction or improvement of such property (or, in
         the case of any Lien incurred within 365 days of such acquisition or
         completion of such construction or improvement, at the time of the
         incurrence of the Debt secured by such Lien), the aggregate amount
         remaining unpaid on all Debt secured by Liens on such property, whether
         or not assumed by the Company or a Restricted Subsidiary, shall not
         exceed the lesser of (i) the cost of such acquisition, construction or
         improvement or (ii) the fair market value at the time such property is
         acquired or constructed or improvement of such property is completed,
         as the case may be, (as determined in good faith by one or more
         officers of the Company or such Restricted Subsidiary to whom authority
         to enter into the transaction has been delegated by the board of
         directors of the Company or such Restricted Subsidiary), (3) the
         aggregate principal amount of all Debt secured by such Liens would be
         permitted by the limitation set forth in Section 10.1 and (4) at the
         time of such incurrence and after giving effect thereto, no Default or
         Event of Default shall have occurred and be continuing;

                  (h)  any Lien existing on property of a Person immediately
         prior to its being consolidated with or merged into the Company or a
         Restricted Subsidiary or its becoming a Subsidiary, or any Lien
         existing on any property acquired by the Company or any Restricted
         Subsidiary at the time such property is so acquired (whether or not the
         Debt secured thereby shall have been assumed); provided that (1) no
         such Lien shall have been created or assumed in contemplation of such
         consolidation or merger or such Person becoming a Subsidiary or such
         acquisition of property, (2) each such Lien shall extend solely to the
         item or items of property so acquired and, if required by the terms of
         the instrument originally creating such Lien, other property which is
         an improvement to or is acquired for specific use in connection with
         such acquired property, (3) the aggregate principal amount of all Debt
         secured by such Liens would be permitted by the limitation set forth in
         Section 10.1 and (4) at the time of such incurrence and after giving
         effect thereto, no Default or Event of Default shall have occurred and
         be continuing;

                                      -30-
<PAGE>

                  (i)  any extensions, renewals or replacements of any Lien
         permitted by the preceding paragraphs (f), (g) and (h) of this Section
         10.3; provided that (1) no additional property shall be encumbered by
         such Liens, (2) the unpaid principal amount of the Debt or other
         obligations secured thereby shall not be increased or the maturity
         thereof reduced and (3) at such time and immediately after giving
         effect thereto, no Default or Event of Default shall have occurred and
         be continuing; and

                  (j)  other Liens not otherwise permitted by paragraphs (a)
         through (i), inclusive, of this Section 10.3 securing Debt; provided
         that (1) the aggregate principal amount of all Debt secured by such
         Liens shall be permitted by the limitations set forth in Sections 10.1
         and 10.2 and (2) at the time of such incurrence and after giving effect
         thereto, no Default or Event of Default shall have occurred or be
         continuing.

         Section 10.4  Merger and Consolidation. The Company will not, and will
not permit any Restricted Subsidiary to, consolidate with or merge with any
other Person or convey, transfer or lease all or substantially all of its assets
in a single transaction or series of transactions to any Person; provided that:

                  (a)  any Restricted Subsidiary may (1) consolidate with or
         merge with, or convey, transfer or lease all or substantially all of
         its assets in a single transaction or series of transactions to, (i)
         the Company or another Restricted Subsidiary so long as in any merger
         or consolidation involving the Company, the Company shall be the
         surviving or continuing corporation or (ii) any other Person so long as
         the surviving or continuing entity is a Restricted Subsidiary or (2)
         convey, transfer or lease all or substantially all of its assets in
         compliance with the provisions of Section 10.5; and

                  (b)  the Company may consolidate or merge with, or convey,
         transfer or lease all or substantially all of its assets in a single
         transaction or series of transactions to, any Person so long as:

                       (1)  the successor formed by such consolidation or the
                  survivor of such merger or the Person that acquires by
                  conveyance, transfer or lease all or substantially all of the
                  assets of the Company as an entirety, as the case may be (the
                  "Successor Corporation"), shall be a solvent entity organized
                  and existing under the laws of the United States of America,
                  any State thereof or the District of Columbia;

                                      -31-
<PAGE>

                       (2)  if the Successor Corporation is not the Company, (i)
                  such Successor Corporation shall have executed and delivered
                  to each holder of Notes its assumption of the due and punctual
                  performance and observance of each covenant and condition of
                  this Agreement, each Supplement and the Notes (pursuant to
                  such agreements and instruments as shall be reasonably
                  satisfactory to the Required Holders), (ii) the Successor
                  Corporation shall have caused to be delivered to each holder
                  of Notes an opinion of independent counsel reasonably
                  acceptable to the Required Holders, to the effect that all
                  agreements or instruments effecting such assumption are
                  enforceable in accordance with their terms subject to
                  customary exceptions and (iii) each Subsidiary Guarantor shall
                  have reaffirmed in writing its obligations under its
                  Subsidiary Guaranty; and

                       (3)  immediately before and immediately after giving
                  effect to such transaction no Default or Event of Default
                  shall have occurred and be continuing.

         Section 10.5  Sales of Assets. The Company will not, and will not
permit any Restricted Subsidiary to, sell, lease or otherwise dispose of any
substantial part (as defined below) of the assets (including capital stock or
similar equity interests of Subsidiaries) of the Company and its Restricted
Subsidiaries; provided, however, that the Company or any Restricted Subsidiary
may sell, lease or otherwise dispose of assets constituting a substantial part
of the assets of the Company and its Restricted Subsidiaries if such assets are
sold for fair market value and, at such time and after giving effect thereto, no
Default or Event of Default shall have occurred and be continuing and an amount
equal to the net proceeds received from such sale, lease or other disposition
(but only with respect to that portion of such assets that exceeds the
definition of "substantial part" set forth below) shall be used within 365 days
of such sale, lease or disposition, in any combination:

                  (a)  to acquire productive assets used or useful in carrying
         on the business of the Company and its Restricted Subsidiaries and
         having a fair market value at least equal to the fair market value of
         such assets sold, leased or otherwise disposed of; and/or

                  (b)  to prepay or retire Senior Debt of the Company and/or a
         Restricted Subsidiary, provided that in the course of making such
         application the Company shall offer to prepay each outstanding Note in
         accordance with Section 8.6 in a principal amount which equals the
         Ratable Portion for such Note. If any holder of a Note fails to accept
         such offer of prepayment, then the Company shall prepay or pay or cause
         to prepay or pay additional Debt of the Company or a Restricted
         Subsidiary, other than Subordinated Debt, in an amount equal to the
         Ratable Portion for such Note.

         As used in this Section 10.5 and in Section 8.6, a sale, lease or other
disposition of assets shall be deemed to be a "substantial part" of the assets
of the Company and its Restricted Subsidiaries if the book value of such assets,
when added to the book value of all other assets sold, leased or otherwise
disposed of by the Company and its Restricted Subsidiaries during the period of
12 consecutive months ending on the date of such sale, lease or other
disposition, exceeds 10% of the book value of Consolidated Total Assets,
determined as of the end of the fiscal quarter immediately preceding such sale,
lease or other disposition; provided that there shall be excluded from any
determination of a "substantial part" (1) any sale, lease or other

                                      -32-
<PAGE>

disposition of assets in the ordinary course of business of the Company and its
Restricted Subsidiaries, (2) any sale, lease or other disposition of assets from
the Company to a Restricted Subsidiary or from any Restricted Subsidiary to the
Company or another Restricted Subsidiary and (3) any sale of property acquired
or constructed by the Company or any Restricted Subsidiary after the Closing
Date to any Person within 365 days following the acquisition or completion of
construction of such property by the Company or such Restricted Subsidiary if
the Company or such Restricted Subsidiary shall concurrently with such sale,
lease such property, as lessee.

         Section 10.6  Transactions with Affiliates. The Company will not, and
will not permit any Restricted Subsidiary to, enter into directly or indirectly
any material transaction or material group of related transactions (including,
without limitation, the purchase, lease, sale or exchange of properties of any
kind or the rendering of any service) with any Affiliate (other than the Company
or a Restricted Subsidiary), except pursuant to the reasonable requirements of
the Company's or such Restricted Subsidiary's business and upon fair and
reasonable terms that are not materially less favorable to the Company or such
Restricted Subsidiary than would be obtainable in a comparable arm's-length
transaction with a Person not an Affiliate.

         Section 10.7  Line of Business. The Company will not, and will not
permit any Restricted Subsidiary to, engage in any business if, as a result, the
general nature of the business in which the Company and its Restricted
Subsidiaries, taken as a whole, would then be engaged would be substantially
changed from the general nature of the business in which the Company and its
Restricted Subsidiaries, taken as a whole, are engaged on the Closing Date.

         Section 10.8  Terrorism Sanctions Regulations. The Company will not,
and will not permit any Subsidiary to, (a) become a Person described or
designated in the Specially Designated Nationals and Blocked Persons List of the
Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or
(b) knowingly engage in any dealings or transactions with any such Person.

         Section 10.9  Limitation on Unrestricted Subsidiaries. The Company will
not, at any time, permit (a) the total assets of all Unrestricted Subsidiaries
to constitute more than 20% of the consolidated total assets of the Company and
its Subsidiaries or (b) the gross revenues of all Unrestricted Subsidiaries to
account for more than 20% of the consolidated gross revenues of the Company and
its Subsidiaries, in each case, determined in accordance with GAAP.

SECTION 11. EVENTS OF DEFAULT.

         An "Event of Default" shall exist if any of the following conditions or
events shall occur and be continuing:

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

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<PAGE>

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

                  (c)  (1) the Company defaults in the performance of or
         compliance with any term contained in Section 7.1(d) or Section 10 or
         any covenant in a Supplement which specifically provides that it shall
         have the benefit of this paragraph (c) or (2) any Subsidiary Guarantor
         defaults in the performance of or compliance with any term of the
         Subsidiary Guaranty beyond any period of grace or cure period provided
         with respect thereto; or

                  (d)  the Company defaults in the performance of or compliance
         with any term contained herein or in any Supplement (other than those
         referred to in paragraphs (a), (b) and (c) of this Section 11) and such
         default is not remedied within 30 days after the earlier of (1) a
         Responsible Officer obtaining actual knowledge of such default and (2)
         the Company receiving written notice of such default from any holder of
         a Note (any such written notice to be identified as a "notice of
         default" and to refer specifically to this paragraph (d) of Section
         11); or

                  (e)  the Subsidiary Guaranty ceases to be a legally valid,
         binding and enforceable obligation or contract of any Subsidiary
         Guarantor (other than a Subsidiary Guarantor released in accordance
         with the terms of Section 2.3(b)), or any Subsidiary Guarantor or any
         party by, through or on account of any such Person, challenges the
         validity, binding nature or enforceability of the Subsidiary Guaranty
         or such Subsidiary Guarantor's obligations thereunder; or

                  (f)  any representation or warranty made in writing by or on
         behalf of the Company or any Subsidiary Guarantor or by any officer of
         the Company or any Subsidiary Guarantor in this Agreement, any
         Supplement under which Additional Notes are then outstanding, the
         Subsidiary Guaranty or in any writing furnished in connection with the
         transactions contemplated hereby or thereby proves to have been false
         or incorrect in any material respect on the date as of which made; or

                  (g)  (1) the Company or any Restricted Subsidiary is in
         default (as principal or as guarantor or other surety) in the payment
         of any principal of or premium or make-whole amount or interest on any
         Debt other than the Notes that is outstanding in an aggregate principal
         amount of at least $10,000,000 beyond any period of grace provided with
         respect thereto, (2) the Company or any Restricted Subsidiary is in
         default in the performance of or compliance with any term of any
         instrument, mortgage, indenture or other agreement relating to any Debt
         other than the Notes in an aggregate principal amount of at least
         $10,000,000 or any other condition exists, and as a consequence of such
         default or condition such Debt has become, or has been declared due and
         payable before its stated maturity or before its regularly scheduled
         dates of payment or (3) as a consequence of the occurrence or
         continuation of any event or condition (other than the passage of time
         or the right of the holder of Debt to convert such Debt into equity
         interests), the Company or any Restricted Subsidiary has become
         obligated to purchase or repay Debt other than the Notes before its
         regular maturity or before its regularly scheduled dates of payment in
         an aggregate outstanding principal amount of at least $10,000,000; or

                                      -34-
<PAGE>

                  (h)  the Company or any Material Subsidiary (1) is generally
         not paying, or admits in writing its inability to pay, its debts as
         they become due, (2) files, or consents by answer or otherwise to the
         filing against it of, a petition for relief or reorganization or
         arrangement or any other petition in bankruptcy, for liquidation or to
         take advantage of any bankruptcy, insolvency, reorganization,
         moratorium or other similar law of any jurisdiction, (3) makes an
         assignment for the benefit of its creditors, (4) consents to the
         appointment of a custodian, receiver, trustee or other officer with
         similar powers with respect to it or with respect to any substantial
         part of its property, (5) is adjudicated as insolvent or to be
         liquidated or (6) takes corporate action for the purpose of any of the
         foregoing; or

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

                  (j)  a final judgment or judgments at any one time outstanding
         for the payment of money aggregating in excess of $10,000,000 are
         rendered against one or more of the Company or its Restricted
         Subsidiaries and which judgments are not, within 60 days after entry
         thereof, bonded, discharged or stayed pending appeal, or are not
         discharged within 60 days after the expiration of such stay; or

                  (k)  if (1) any Plan shall fail to satisfy the minimum funding
         standards of ERISA or the Code for any plan year or part thereof or a
         waiver of such standards or extension of any amortization period is
         sought or granted under Section 412 of the Code, (2) a notice of intent
         to terminate any Plan shall have been or is reasonably expected to be
         filed with the PBGC or the PBGC shall have instituted proceedings under
         Section 4042 of ERISA to terminate or appoint a trustee to administer
         any Plan or the PBGC shall have notified the Company or any ERISA
         Affiliate that a Plan may become a subject of any such proceedings, (3)
         the aggregate "amount of unfunded benefit liabilities" (within the
         meaning of Section 4001(a)(18) of ERISA) under all Plans, determined in
         accordance with Title IV of ERISA, shall exceed $10,000,000 (4) the
         Company or any ERISA Affiliate shall have incurred or is reasonably
         expected to incur any liability pursuant to Title I or IV of ERISA or
         the penalty or excise tax provisions of the Code relating to employee
         benefit plans, (5) the Company or any ERISA Affiliate withdraws from
         any Multiemployer Plan or (6) the Company or any Subsidiary establishes
         or amends any employee welfare benefit plan that provides
         post-employment welfare benefits in a manner that would increase the
         liability of the Company or any Subsidiary thereunder; and any such
         event or events described in clauses (1) through (6) above, either
         individually or together with any other such event or events, would
         reasonably be expected to have a Material Adverse Effect.

                                      -35-
<PAGE>

As used in Section 11(k), the terms "employee benefit plan" and "employee
welfare benefit plan" shall have the respective meanings assigned to such terms
in Section 3 of ERISA.

SECTION 12. REMEDIES ON DEFAULT, ETC.

         Section 12.1  Acceleration.

                  (a)  If an Event of Default with respect to the Company
         described in paragraph (h) or (i) of Section 11 (other than an Event of
         Default described in clause (1) of paragraph (h) or described in clause
         (6) of paragraph (h) by virtue of the fact that such clause encompasses
         clause (1) of paragraph (h)) has occurred, all the Notes of every
         Series then outstanding shall automatically become immediately due and
         payable.

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

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

         Upon any Note becoming due and payable under this Section 12.1, whether
automatically or by declaration, such Note will forthwith mature and the entire
unpaid principal amount of such Note, plus (1) all accrued and unpaid interest
thereon (including, but not limited to, interest accrued thereon at the Default
Rate) and (2) the applicable Make-Whole Amount, if any, or Prepayment Premium,
if any, and Breakage Amount, if any, determined in respect of such principal
amount (to the full extent permitted by applicable law), shall all be
immediately due and payable, in each and every case without presentment, demand,
protest or further notice, all of which are hereby waived. The Company
acknowledges, and the parties hereto agree, that each holder of a Note has the
right to maintain its investment in the Notes free from repayment by the Company
(except as herein (or in any Supplement) specifically provided for), and that
the provision for payment of a Make-Whole Amount, if any, or Prepayment Premium,
if any, by the Company in the event that the Notes are prepaid or are
accelerated as a result of an Event of Default, is intended to provide
compensation for the deprivation of such right under such circumstances.

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

                                      -36-
<PAGE>

         Section 12.3  Rescission. At any time after any Notes have been
declared due and payable pursuant to clause (b) or (c) of Section 12.1, the
Required Holders, by written notice to the Company, may rescind and annul any
such declaration and its consequences if (a) the Company has paid all overdue
interest on the Notes, all principal of and applicable Make-Whole Amount, if
any, or Prepayment Premium, if any, and Breakage Amount, if any, on any Notes
that are due and payable and are unpaid other than by reason of such
declaration, and all interest on such overdue principal and applicable
Make-Whole Amount, if any, or Prepayment Premium, if any, and Breakage Amount,
if any, and (to the extent permitted by applicable law) any overdue interest in
respect of the Notes, at the Default Rate, (b) neither the Company nor any other
Person shall have paid any amounts which have become due solely by reason of
such declaration, (c) all Events of Default and Defaults, other than non-payment
of amounts that have become due solely by reason of such declaration, have been
cured or have been waived pursuant to Section 17 and (d) no judgment or decree
has been entered for the payment of any monies due pursuant hereto or to any
Notes. No rescission and annulment under this Section 12.3 will extend to or
affect any subsequent Event of Default or Default or impair any right consequent
thereon.

         Section 12.4  No Waivers or Election of Remedies, Expenses, Etc. No
course of dealing and no delay on the part of any holder of any Note in
exercising any right, power or remedy shall operate as a waiver thereof or
otherwise prejudice such holder's rights, powers or remedies. No right, power or
remedy conferred by this Agreement or by any Note upon any holder thereof shall
be exclusive of any other right, power or remedy referred to herein or therein
or now or hereafter available at law, in equity, by statute or otherwise.
Without limiting the obligations of the Company under Section 15, the Company
will pay to the holder of each Note on demand such further amount as shall be
sufficient to cover all costs and expenses of such holder incurred in any
enforcement or collection under this Section 12, including, without limitation,
reasonable attorneys' fees, expenses and disbursements.

SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

         Section 13.1  Registration of Notes. The Company shall keep at its
principal executive office a register for the registration and registration of
transfers of Notes. The name and address of each holder of one or more Notes,
each transfer thereof and the name and address of each transferee of one or more
Notes shall be registered in such register. Prior to due presentment for
registration of transfer, the Person in whose name any Note shall be registered
shall be deemed and treated as the owner and holder thereof for all purposes
hereof, and the Company shall not be affected by any notice or knowledge to the
contrary. The Company shall give to any holder of a Note that is an
Institutional Investor promptly upon request therefor, a complete and correct
copy of the names and addresses of all registered holders of Notes.

                                      -37-
<PAGE>

         Section 13.2  Transfer and Exchange of Notes. Upon surrender of any
Note to the Company at the address and to the attention of the designated
officer (all as specified in Section 18(4)), for registration of transfer or
exchange (and in the case of a surrender for registration of transfer
accompanied by a written instrument of transfer duly executed by the registered
holder of such Note or such holder's attorney duly authorized in writing and
accompanied by the relevant name, address and other information for notices of
each transferee of such Note or part thereof), within 10 Business Days
thereafter, the Company shall execute and deliver, at the Company's expense
(except as provided below), one or more new Notes (as requested by the holder
thereof) of the same Series (and of the same tranche if such Series has separate
tranches) in exchange therefor, in an aggregate principal amount equal to the
unpaid principal amount of the surrendered Note. Each such new Note shall be
payable to such Person as such holder may request and shall be substantially in
the form of the Note of such Series and tranche, if applicable, originally
issued hereunder or pursuant to any Supplement. Each such new Note shall be
dated and bear interest from the date to which interest shall have been paid on
the surrendered Note or dated the date of the surrendered Note if no interest
shall have been paid thereon. The Company may require payment of a sum
sufficient to cover any stamp tax or governmental charge imposed in respect of
any such transfer of Notes. Notes shall not be transferred in denominations of
less than $1,000,000, provided that if necessary to enable the registration of
transfer by a holder of its entire holding of Notes of any Series and tranche,
if applicable, one Note of such Series and tranche, if applicable, may be in a
denomination of less than $1,000,000. Any transferee, by its acceptance of a
Note registered in its name (or the name of its nominee), shall be deemed to
have made the representation set forth in Section 6.3, provided, that such
holder may (in reliance upon information provided by the Company, which shall
not be unreasonably withheld) make a representation to the effect that the
purchase by such holder will not constitute a non-exempt prohibited transaction
under Section 406(a) of ERISA.

         Section 13.3  Replacement of Notes. Upon receipt by the Company at the
address and to the attention of the designated officer (all as specified in
Section 18(4)) of evidence reasonably satisfactory to it of the ownership of and
the loss, theft, destruction or mutilation of any Note (which evidence shall be,
in the case of an Institutional Investor, notice from such Institutional
Investor of such ownership and such loss, theft, destruction or mutilation), and

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

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

the Company at its own expense shall execute and deliver not more than 10
Business Days following satisfaction of such conditions, in lieu thereof, a new
Note of the same Series (and of the same tranche if such Series has separate
tranches), dated and bearing interest from the date to which interest shall have
been paid on such lost, stolen, destroyed or mutilated Note or dated the date of
such lost, stolen, destroyed or mutilated Note if no interest shall have been
paid thereon.

                                      -38-
<PAGE>

SECTION 14. PAYMENTS ON NOTES.

         Section 14.1  Place of Payment. Subject to Section 14.2, payments of
principal, Make-Whole Amount, if any, or Prepayment Premium, if any, and
Breakage Amount, if any, and interest becoming due and payable on the Notes
shall be made in New York, New York at the principal office of Bank of America,
N.A. in such jurisdiction. The Company may at any time, by notice to each holder
of a Note, change the place of payment of the Notes so long as such place of
payment shall be either the principal office of the Company in such jurisdiction
or the principal office of a bank or trust company in such jurisdiction.

         Section 14.2  Home Office Payment. So long as any Purchaser or
Additional Purchaser or such Person's nominee shall be the holder of any Note,
and notwithstanding anything contained in Section 14.1 or in such Note to the
contrary, the Company will pay all sums becoming due on such Note for principal,
Make-Whole Amount, if any, or Prepayment Premium, if any, and Breakage Amount,
if any, and interest by the method and at the address specified for such purpose
for such Purchaser on Schedule A hereto or, in the case of any Additional
Purchaser, Schedule A attached to the applicable Supplement, or by such other
method or at such other address as such Purchaser or Additional Purchaser shall
have from time to time specified to the Company in writing for such purpose,
without the presentation or surrender of such Note or the making of any notation
thereon, except that upon written request of the Company made concurrently with
or reasonably promptly after payment or prepayment in full of any Note, such
Purchaser or Additional Purchaser shall surrender such Note for cancellation,
reasonably promptly after any such request, to the Company at its principal
executive office or at the place of payment most recently designated by the
Company pursuant to Section 14.1. Prior to any sale or other disposition of any
Note held by any Purchaser or Additional Purchaser or such Person's nominee,
such Person will, at its election, either endorse thereon the amount of
principal paid thereon and the last date to which interest has been paid thereon
or surrender such Note to the Company in exchange for a new Note or Notes
pursuant to Section 13.2. The Company will afford the benefits of this Section
14.2 to any Institutional Investor that is the direct or indirect transferee of
any Note.

SECTION 15. EXPENSES, ETC.

         Section 15.1  Transaction Expenses. Whether or not the transactions
contemplated hereby are consummated, the Company will pay all costs and expenses
(including reasonable attorneys' fees of a special counsel for the Purchasers or
any Additional Purchasers and, if reasonably required by the Required Holders,
local or other counsel) incurred by each Purchaser, each Additional Purchaser
and each other holder of a Note in connection with such transactions and in
connection with any amendments, waivers or consents under or in respect of this
Agreement, any Supplement, the Subsidiary Guaranty or the Notes (whether or not
such amendment, waiver or consent becomes effective), including, without
limitation: (a) the reasonable costs and expenses incurred in enforcing or
defending (or determining whether or how to enforce or defend) any rights under
this Agreement, any Supplement, the Subsidiary Guaranty or the Notes or in
responding to any subpoena or other legal process or informal investigative
demand issued in connection with this Agreement, any Supplement, the Subsidiary
Guaranty or the Notes, or by reason of being a holder of any Note and (b) the
reasonable costs and expenses, including financial advisors' fees, incurred in
connection with the insolvency or bankruptcy of the Company or any Subsidiary or
in connection with any work-out or restructuring of the transactions
contemplated hereby, by the Subsidiary Guaranty and by the Notes. The Company
will pay, and will save each Purchaser, each Additional Purchaser and each other
holder of a Note harmless from, all claims in respect of any fees, costs or
expenses if any, of brokers and finders (other than those, if any, retained by a
Purchaser, an Additional Purchaser or other holder in connection with its
purchase of its Notes).

                                      -39-
<PAGE>

         Section 15.2  Survival. The obligations of the Company under this
Section 15 will survive the payment or transfer of any Note, the enforcement,
amendment or waiver of any provision of this Agreement, any Supplement or the
Notes and the termination of this Agreement or any Supplement.

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

         All representations and warranties contained herein or in any
Supplement shall survive the execution and delivery of this Agreement, such
Supplement and the Notes, the purchase or transfer by any Purchaser or any
Additional Purchaser of any Note or portion thereof or interest therein and the
payment of any Note and may be relied upon by any subsequent holder of any Note,
regardless of any investigation made at any time by or on behalf of any
Purchaser, any Additional Purchaser or any other holder of any Note. All
statements contained in any certificate or other instrument delivered by or on
behalf of the Company pursuant to this Agreement or any Supplement shall be
deemed representations and warranties of the Company under this Agreement;
provided, that the representations and warranties contained in any Supplement
shall be made for the benefit of all holders of Notes so long as any Additional
Notes issued pursuant to such Supplement remain outstanding. Subject to the
preceding sentence, this Agreement (including every Supplement) and the Notes
embody the entire agreement and understanding between the Purchasers, the
Additional Purchasers and the Company and supersede all prior agreements and
understandings relating to the subject matter hereof.

SECTION 17. AMENDMENT AND WAIVER.

         Section 17.1  Requirements.

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

                                      -40-
<PAGE>

                  (b)  Supplements. Notwithstanding anything to the contrary
         contained herein, the Company may enter into any Supplement providing
         for the issuance of one or more Series of Additional Notes consistent
         with Section 2.2 hereof without obtaining the consent of any holder of
         any other Series of Notes.

         Section 17.2  Solicitation of Holders of Notes.

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

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

                  (c)  Consent in Contemplation of Transfer. Any consent made
         pursuant to this Section 17 by a holder of Notes that has transferred
         or has agreed to transfer its Notes to the Company or any Affiliate and
         has provided or has agreed to provide such written consent as a
         condition to such transfer shall be void and of no force or effect
         except solely as to such holder, and any amendments effected or waivers
         granted or to be effected or granted that would not have been or would
         not be so effected or granted but for such consent (and the consents of
         all other holders of Notes that were acquired under the same or similar
         conditions) shall be void and of no force or effect except solely as to
         such holder.

         Section 17.3  Binding Effect, Etc. Any amendment or waiver consented to
as provided in this Section 17 applies equally to all holders of Notes and is
binding upon them and upon each future holder of any Note and upon the Company
without regard to whether such Note has been marked to indicate such amendment
or waiver. No such amendment or waiver will extend to or affect any obligation,
covenant, agreement, Default or Event of Default not expressly amended or waived
or impair any right consequent thereon. No course of dealing between the Company
and the holder of any Note nor any delay in exercising any rights hereunder,
under the Subsidiary Guaranty or under any Note shall operate as a waiver of any
rights of any holder of such Note. As used herein, the term "this Agreement" and
references thereto shall mean this Agreement as it may from time to time be
amended or supplemented.

                                      -41-
<PAGE>

         Section 17.4  Notes Held by Company, Etc. Solely for the purpose of
determining whether the holders of the requisite percentage of the aggregate
principal amount of Notes then outstanding approved or consented to any
amendment, waiver or consent to be given under this Agreement, any Supplement,
the Subsidiary Guaranty or the Notes, or have directed the taking of any action
provided herein, in the Subsidiary Guaranty or in the Notes to be taken upon the
direction of the holders of a specified percentage of the aggregate principal
amount of Notes then outstanding, Notes directly or indirectly owned by the
Company or any of its Affiliates shall be deemed not to be outstanding.

SECTION 18. NOTICES.

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

                       (1)  if to any Purchaser or its nominee, to such
                  Purchaser or its nominee at the address specified for such
                  communications in Schedule A to this Agreement, or at such
                  other address as such Purchaser or nominee shall have
                  specified to the Company in writing pursuant to this Section
                  18;

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

                       (3)  if to any other holder of any Note, to such holder
                  at such address as such other holder shall have specified to
                  the Company in writing pursuant to this Section 18; or

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

Notices under this Section 18 will be deemed given only when actually received.

                                      -42-
<PAGE>

SECTION 19. REPRODUCTION OF DOCUMENTS.

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

SECTION 20.  CONFIDENTIAL INFORMATION.

         For the purposes of this Section 20, "Confidential Information" shall
mean information delivered to any Purchaser or any Additional Purchaser by or on
behalf of the Company or any Subsidiary in connection with the transactions
contemplated by or otherwise pursuant to this Agreement that is proprietary in
nature and that was clearly marked or labeled or otherwise adequately identified
when received by such Purchaser or Additional Purchaser as being confidential
information of the Company or such Subsidiary, provided that such term does not
include information that (a) was publicly known or otherwise known to such
Purchaser or such Additional Purchaser prior to the time of such disclosure, (b)
subsequently becomes publicly known through no act or omission by such Purchaser
or such Additional Purchaser or any Person acting on such Purchaser's or such
Additional Purchaser's behalf, (c) otherwise becomes known to such Purchaser or
such Additional Purchaser other than through disclosure by the Company or any
Subsidiary or (d) constitutes financial statements delivered to such Purchaser
or such Additional Purchaser under Section 7.1 that are otherwise publicly
available. Each Purchaser and each Additional Purchaser will maintain the
confidentiality of such Confidential Information in accordance with procedures
adopted by such Purchaser or such Additional Purchaser in good faith to protect
confidential information of third parties delivered to such Purchaser or such
Additional Purchaser, provided that such Purchaser or such Additional Purchaser
may deliver or disclose Confidential Information to (1) such Purchaser's or such
Additional Purchaser's directors, trustees, officers, employees, agents,
attorneys and affiliates (to the extent such disclosure reasonably relates to
the administration of the investment represented by such Purchaser's or such
Additional Purchaser's Notes), (2) such Purchaser's or such Additional
Purchaser's financial advisors and other professional advisors who agree to hold
confidential the Confidential Information substantially in accordance with the
terms of this Section 20, (3) any other holder of any Note, (4) any
Institutional Investor to which such Purchaser or such Additional Purchaser
sells or offers to sell such Note or any part thereof or any participation
therein (if such Person has agreed in writing prior to its receipt of such
Confidential Information to be bound by the provisions of this Section 20), (5)
any Person from which such Purchaser or such Additional Purchaser offers to
purchase any security of the Company (if such Person has agreed in writing prior
to its receipt of such Confidential Information to be bound by the provisions of
this Section 20), (6) any federal or state regulatory authority having
jurisdiction over such Purchaser or such Additional Purchaser, (7) the NAIC or
the SVO or, in each case, any similar organization, or any nationally recognized
rating agency

                                      -43-
<PAGE>

that requires access to information about such Purchaser's or such Additional
Purchaser's investment portfolio or (8) any other Person to which such delivery
or disclosure may be necessary or appropriate (i) to effect compliance with any
law, rule, regulation or order applicable to such Purchaser or such Additional
Purchaser, (ii) in response to any subpoena or other legal process, (iii) in
connection with any litigation to which such Purchaser or such Additional
Purchaser is a party or (iv) if an Event of Default has occurred and is
continuing, to the extent such Purchaser or such Additional Purchaser may
reasonably determine such delivery and disclosure to be necessary or appropriate
in the enforcement or for the protection of the rights and remedies under such
Purchaser's or such Additional Purchaser's Notes, the Subsidiary Guaranty and
this Agreement. Each holder of a Note, by its acceptance of a Note, will be
deemed to have agreed to be bound by and to be entitled to the benefits of this
Section 20 as though it were a party to this Agreement. On reasonable request by
the Company in connection with the delivery to any holder of a Note of
information required to be delivered to such holder under this Agreement or
requested by such holder (other than a holder that is a party to this Agreement
or any Supplement or its nominee), such holder will enter into an agreement with
the Company embodying the provisions of this Section 20.

SECTION 21. SUBSTITUTION OF PURCHASER.

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

SECTION 22. MISCELLANEOUS.

         Section 22.1  Successors and Assigns. All covenants and other
agreements contained in this Agreement (including all covenants and other
agreements contained in any Supplement) by or on behalf of any of the parties
hereto bind and inure to the benefit of their respective successors and assigns
(including, without limitation, any subsequent holder of a Note) whether so
expressed or not.

                                      -44-
<PAGE>

         Section 22.2  Payments Due on Non-Business Days. Anything in this
Agreement, any Supplement or the Notes to the contrary notwithstanding (but
without limiting the requirement in Section 8.4 that the notice of any optional
prepayment specify a Business Day as the date fixed for such prepayment), any
payment of principal of or Make-Whole Amount, if any, or Prepayment Premium, if
any, and Breakage Amount, if any, or interest on any Note that is due on a date
other than a Business Day shall be made on the next succeeding Business Day
without including the additional days elapsed in the computation of the interest
payable on such next succeeding Business Day; provided that if the maturity date
of any Note is a date other than a Business Day, the payment otherwise due on
such maturity date shall be made on the next succeeding Business Day and shall
include the additional days elapsed in the computation of interest payable on
such next succeeding Business Day.

         Section 22.3  Accounting Terms. All accounting terms used herein or in
any Supplement which are not expressly defined in this Agreement or in such
Supplement have the meanings respectively given to them in accordance with GAAP.
Except as otherwise specifically provided herein or in any Supplement, (a) all
computations made pursuant to this Agreement or in such Supplement shall be made
in accordance with GAAP and (b) all financial statements shall be prepared in
accordance with GAAP.

         Section 22.4  Severability. Any provision of this Agreement or any
Supplement that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or of such
Supplement, and any such prohibition or unenforceability in any jurisdiction
shall (to the full extent permitted by law) not invalidate or render
unenforceable such provision in any other jurisdiction.

         Section 22.5  Construction. Each covenant contained herein or in any
Supplement shall be construed (absent express provision to the contrary) as
being independent of each other covenant contained herein or therein, so that
compliance with any one covenant shall not (absent such an express contrary
provision) be deemed to excuse compliance with any other covenant. Where any
provision herein or in any Supplement refers to action to be taken by any
Person, or which such Person is prohibited from taking, such provision shall be
applicable whether such action is taken directly or indirectly by such Person.

         For the avoidance of doubt, all Schedules and Exhibits attached to this
Agreement or any Supplement shall be deemed to be a part hereof or of such
Supplement.

         Section 22.6  Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original but all of which
together shall constitute one instrument. Each counterpart may consist of a
number of copies hereof, each signed by less than all, but together signed by
all, of the parties hereto.

         Section 22.7  Governing Law. This Agreement shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by,
the law of the State of New York excluding choice-of-law principles of the law
of such State that would permit the application of the laws of a jurisdiction
other than such State.

                                      -45-
<PAGE>

         Section 22.8  Jurisdiction and Process; Waiver of Jury Trial.

                  (a)  The Company irrevocably submits to the non-exclusive
         jurisdiction of any New York State or federal court sitting in the
         Borough of Manhattan, The City of New York, over any suit, action or
         proceeding arising out of or relating to this Agreement, any Supplement
         or the Notes. To the fullest extent permitted by applicable law, the
         Company irrevocably waives and agrees not to assert, by way of motion,
         as a defense or otherwise, any claim that it is not subject to the
         jurisdiction of any such court, any objection that it may now or
         hereafter have to the laying of the venue of any such suit, action or
         proceeding brought in any such court and any claim that any such suit,
         action or proceeding brought in any such court has been brought in an
         inconvenient forum.

                  (b)  The Company consents to process being served by or on
         behalf of any holder of Notes in any suit, action or proceeding of the
         nature referred to in Section 22.8(a) by mailing a copy thereof by
         registered or certified mail (or any substantially similar form of
         mail), postage prepaid, return receipt requested, to it at its address
         specified in Section 18(4) or at such other address of which such
         holder shall then have been notified pursuant to said Section. The
         Company agrees that such service upon receipt (1) shall be deemed in
         every respect effective service of process upon it in any such suit,
         action or proceeding and (2) shall, to the fullest extent permitted by
         applicable law, be taken and held to be valid personal service upon and
         personal delivery to it. Notices hereunder shall be conclusively
         presumed received as evidenced by a delivery receipt furnished by the
         United States Postal Service or any reputable commercial delivery
         service.

                  (c)  Nothing in this Section 22.8 shall affect the right of
         any holder of a Note to serve process in any manner permitted by law,
         or limit any right that the holders of any of the Notes may have to
         bring proceedings against the Company in the courts of any appropriate
         jurisdiction or to enforce in any lawful manner a judgment obtained in
         one jurisdiction in any other jurisdiction.

                  (d)  THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY
         ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, ANY SUPPLEMENT,
         THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR
         THEREWITH.

                                    * * * * *

                                      -46-
<PAGE>

         The execution hereof by the Purchasers shall constitute a contract
among the Company and the Purchasers for the uses and purposes hereinabove set
forth.

                                                Very truly yours,

                                                AMCOL INTERNATIONAL CORPORATION


                                                By     /s/ Gary L. Castagna
                                                       -------------------------
                                                Name:  Gary L. Castagna
                                                Title: Senior Vice President and
                                                       Chief Financial Officer

                                      -47-
<PAGE>

Accepted as of the date first written above.

                                             METROPOLITAN LIFE INSURANCE COMPANY


                                             By     /s/ Judith A. Gulotta
                                                    ----------------------------
                                             Name:  Judith A. Gulotta
                                             Title: Director

                                      -48-
<PAGE>

                       INFORMATION RELATING TO PURCHASERS

                                                       PRINCIPAL AMOUNT OF
        NAME AND ADDRESS OF PURCHASER              SERIES 2007-A TRANCHE 1 AND
                                                 TRANCHE 2 NOTES TO BE PURCHASED

                                                    TRANCHE 1         TRANCHE 2
METROPOLITAN LIFE INSURANCE COMPANY              $   45,000,000    $  30,000,000
1 MetLife Plaza
27-01 Queens Plaza North
Long Island City, New York 11101

Payments

All scheduled payments on or in respect of the
Notes to be by wire transfer of immediately
available funds (identifying each payment as
either "AMCOL International Corporation Series
2007-A Adjustable Fixed Rate Guaranteed Senior
Notes, Tranche 1, due April 2, 2017, PPN
02341WA*4, principal, interest or premium" or
"AMCOL International Corporation Series 2007-A
Floating Rate Guaranteed Senior Notes, Tranche
2, due April 2, 2017, PPN 02341WA@2,
principal, interest or premium") to:

     Bank Name: JPMorgan Chase Bank
     ABA Routing #: 021-000-021
     Account No.: 002-2-410591
     Account Name: Metropolitan Life Insurance
                   Company
     Ref:  AMCOL  International  Corporation
           Series 2007-A Adjustable Fixed Rate
           Guaranteed Senior Note due April 2,
           2017 or AMCOL International
           Corporation Series 2007-A Adjustable
           Floating Rate Guaranteed Senior
           Note, Tranche 2, due April 2, 2017

For all payments other than scheduled payments
of principal and interest, the Company shall
seek instructions from the holder, and in the
absence of instructions to the contrary, will
make such payments to the account and in the
manner set forth above.

<PAGE>

                                   SCHEDULE A
                          (to Note Purchase Agreement)

Notices

All notices and communications to be addressed as first provided above, except
notices of payments and written confirmations of such wire transfers:

     Metropolitan Life Insurance Company
     Investments, Private Placements
     P.O. Box 1902
     10 Park Avenue
     Morristown, NJ 07962-1902
     Attention: Director
     Facsimile: (973) 355-4250

With a copy, other than with respect to deliveries of financial statements, to:

     Metropolitan Life Insurance Company
     P.O. Box 1902
     10 Park Avenue
     Morristown, NJ 07962-1902
     Attention: Chief Counsel-Securities
        Investments (PRIV)
     Facsimile: (973) 355-4338

Taxpayer I.D. Number: 13-5581829

Name of Nominee in which Notes are to be issued: None

                                       A-2
<PAGE>

                                  DEFINED TERMS

         As used herein, the following terms have the respective meanings set
forth below or set forth in the Section hereof following such term:

         "Acquisition" shall mean any transaction or series of related
transactions (a) for the purpose of or resulting, directly or indirectly, in (1)
the acquisition by the Company or a Restricted Subsidiary of all or
substantially all of the assets of a Person, or of a business unit or division
of a Person, (2) the acquisition by the Company or a Restricted Subsidiary of in
excess of 50% of the capital stock, partnership interests, membership interests
or other equity of any Person (other than a Person that is a Subsidiary), or
otherwise causing any Person to become a Subsidiary or (3) a merger or
consolidation or any other combination with another Person (other than a Person
that is a Subsidiary), provided that the Company or a Restricted Subsidiary is
the surviving entity and (b) where the aggregate fair market value of the assets
or equity so acquired or, in the case of a merger, consolidation or other
combination, so contributed shall exceed $20,000,000.

         "Additional Notes" is defined in Section 2.2(b).

         "Additional Purchasers" shall mean purchasers of Additional Notes.

         "Adjusted LIBOR Rate" shall mean, for any Interest Period, (a) with
respect to the Series 2007-A Tranche 2 Notes, a rate per annum equal to 0.55%
plus LIBOR for such Interest Period and (b) with respect to any Series or
tranche of Additional Notes which are Floating Rate Notes, as set forth in the
Supplement pursuant to which such Series or tranche of Additional Notes was
issued.

         "Affiliate" shall mean, at any time, and with respect to any Person,
any other Person that at such time directly or indirectly through one or more
intermediaries Controls, or is Controlled by, or is under common Control with,
such first Person and, with respect to the Company, shall include any Person
beneficially owning or holding, directly or indirectly, 10% or more of any class
of voting or equity interests of the Company or any Subsidiary or any Person of
which the Company and its Subsidiaries beneficially own or hold, in the
aggregate, directly or indirectly, 10% or more of any class of voting or equity
interests. As used in this definition, "Control" means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, by
contract or otherwise. Unless the context otherwise clearly requires, any
reference to an "Affiliate" is a reference to an Affiliate of the Company.

         "Agreement" is defined in the first paragraph of this Agreement.

         "Anti-Terrorism Order" shall mean Executive Order No. 13,224 of
September 24, 2001, Blocking Property and Prohibiting Transactions with Persons
Who Commit, Threaten to Commit or Support Terrorism, 66 U.S. Fed. Reg. 49, 079
(2001), as amended.

         "Applicable Fixed Rate" is defined in Section 1.2.

<PAGE>

                                    EXHIBIT 1

               (to ________ Supplement to Note Purchase Agreement)

         "Applicable Floating Rate" is defined in Section 1.3(a).

         "Bank Credit Agreement" shall mean that certain Credit Agreement dated
as of November 10, 2005 among the Company, Certain Borrowing Subsidiaries, the
Guarantors from time to time party thereto, the Lenders from time to time party
thereto, and Harris N.A., as Administrative Agent as amended by that certain
First Amendment to Credit Agreement dated as of June 14, 2006 and that certain
Second Amendment to Credit Agreement dated as of March 9, 2007 and as the same
may be further amended or restated, joined, supplemented or otherwise modified
from time to time, and any renewals, extensions or replacements thereof.

         "Breakage Amount" shall mean (1) with respect to the Series 2007-A
Tranche 2 Notes, any loss, cost or expense reasonably incurred by any holder of
a Series 2007-A Tranche 2 Note as a result of any payment or prepayment of any
Series 2007-A Tranche 2 Note on a day other than a regularly scheduled Interest
Payment Date or at scheduled maturity thereof (whether voluntary, mandatory,
automatic, by reason of acceleration or otherwise), and any loss or expense
arising from the liquidation or reemployment of funds obtained by such holder or
from fees payable to terminate the deposits from which such funds were obtained;
provided that any such loss, cost or expense shall be limited to the time period
from the date of such prepayment through the earlier of (a) the next Interest
Payment Date and (b) the maturity date of the Series 2007-A Tranche 2 Notes and
(2) with respect to any Series or tranche of Additional Notes that are Floating
Rate Notes, as set forth in the Supplement pursuant to which such Series or
tranche of Additional Notes was issued. Each holder shall determine the Breakage
Amount with respect to the principal amount of its Notes then being paid or
prepaid (or required to be paid or prepaid) by written notice to the Company
setting forth such determination in reasonable detail not less than two Business
Days prior to the date of prepayment in the case of any prepayment pursuant to
Section 8.2 and not more than 10 Business Days after any payment required by
Section 12.1. Each such determination shall be conclusive absent manifest error.

         "Business Day" shall mean (a) for purposes of determining the Adjusted
LIBOR Rate only, any day other than a Saturday, a Sunday or a day on which
dealings in Dollars are not carried on in the London interbank market and (b)
for the purposes of any other provision of this Agreement, any day other than a
Saturday, a Sunday or a day on which commercial banks in Chicago, Illinois or
New York, New York are required or authorized to be closed.

         "Capital Lease" shall mean, at any time, a lease with respect to which
the lessee is required concurrently to recognize the acquisition of an asset and
the incurrence of a liability in accordance with GAAP.

         "Capital Lease Obligation" shall mean, with respect to any Person and a
Capital Lease, the amount of the obligation of such Person as the lessee under
such Capital Lease which would, in accordance with GAAP, appear as a liability
on a balance sheet of such Person.

         "Closing Date" is defined in Section 3.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the rules and regulations promulgated thereunder from time to
time.

                                      E-1-2
<PAGE>

         "Collateral Release" is defined in Section 2.3(b).

         "Company" is defined in the first paragraph of this Agreement and
includes any Successor Corporation.

         "Confidential Information" is defined in Section 20.

         "Consolidated Debt" shall mean, as of any date of determination, the
total of all Debt of the Company and its Restricted Subsidiaries outstanding on
such date, after eliminating all offsetting debits and credits between the
Company and its Restricted Subsidiaries and all other items required to be
eliminated in the course of the preparation of consolidated financial statements
of the Company and its Restricted Subsidiaries in accordance with GAAP.

         "Consolidated EBITDA" shall mean, for any period, Consolidated Net
Income for such period, plus, to the extent deducted in computing such
Consolidated Net Income and without duplication, (a) depreciation, depletion, if
any, and amortization expense for such period, (b) Consolidated Interest Expense
for such period, (c) income tax expense for such period and (d) other non-cash
charges for such period, all as determined in accordance with GAAP.

         "Consolidated Interest Expense" shall mean, for any period, the gross
interest expense of the Company and its Restricted Subsidiaries (including
imputed interest on Capital Lease Obligations) deducted in the calculation of
Consolidated Net Income for such period, after eliminating offsetting debits and
credits between the Company and its Restricted Subsidiaries and all other items
required to be eliminated in the course of the preparation of consolidated
financial statements of the Company and its Restricted Subsidiaries in
accordance with GAAP.

         "Consolidated Net Income" shall mean, for any period, the net income
(or loss) of the Company and its Restricted Subsidiaries for such period (taken
as a cumulative whole), determined in accordance with GAAP after eliminating
offsetting debits and credits between the Company and its Restricted
Subsidiaries and all other items required to be eliminated in the course of the
preparation of consolidated financial statements of the Company and its
Restricted Subsidiaries in accordance with GAAP.

         "Consolidated Total Assets" shall mean, as of any date of
determination, the total amount of all assets of the Company and its Restricted
Subsidiaries, that would be shown on a consolidated balance sheet of the Company
and its Restricted Subsidiaries as of such date prepared in accordance with
GAAP.

         "Debt" shall mean, with respect to any Person, without duplication,

                  (a)  its liabilities for borrowed money;

                  (b)  its liabilities for the deferred purchase price of
         property acquired by such Person (excluding accounts payable and other
         accrued liabilities arising in the ordinary course of business but
         including, without limitation, all liabilities created or arising under
         any conditional sale or other title retention agreement with respect to
         any such property);

                                      E-1-3
<PAGE>

                  (c)  its Capital Lease Obligations;

                  (d)  liabilities for borrowed money secured by any Lien
         with respect to any property owned by such Person (whether or not it
         has assumed or otherwise become liable for such liabilities); and

                  (e)  Guarantees by such Person with respect to liabilities
         of a type described in any of clauses (a) through (d) hereof.

         "Default" shall mean an event or condition the occurrence or existence
of which would, with the lapse of time or the giving of notice or both, become
an Event of Default.

         "Default Rate" shall mean (a) with respect to the Series 2007-A Tranche
1 Notes, that rate of interest that is the greater of (1) 2.00% per annum above
the then applicable Applicable Fixed Rate and (2) 2.00% per annum above the rate
of interest publicly announced by Bank of America, N.A. in New York, New York as
its "reference" rate, (b) with respect to the Series 2007-A Tranche 2 Notes, the
Series 2007-A Tranche 2 Default Rate and (c) with respect to the Notes of any
Series of Additional Notes, as set forth in the Supplement pursuant to which
such Series of Additional Notes was issued.

         "Disclosure Documents" is defined in Section 5.3.

         "Dollars" or "$" shall mean lawful money of the United States of
America.

         "Environmental Laws" shall mean any and all federal, state, local, and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or
governmental restrictions relating to pollution and the protection of the
environment or the release of any materials into the environment, including but
not limited to those related to hazardous substances or wastes, air emissions
and discharges to waste or public systems.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time, and the rules and regulations promulgated
thereunder from time to time in effect.

         "ERISA Affiliate" shall mean any trade or business (whether or not
incorporated) that is treated as a single employer together with the Company
under Section 414 of the Code.

         "Event of Default" is defined in Section 11.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Fixed Rate Notes" shall mean the Series 2007-A Tranche 1 Notes and
each Series or tranche of Additional Notes for which the interest payable
thereon is calculated at a fixed interest rate.

                                      E-1-4
<PAGE>

         "Floating Rate Notes" shall mean the Series 2007-A Tranche 2 Notes and
each Series or tranche of Additional Notes for which the interest payable
thereon is calculated at a floating or variable interest rate.

         "Foreign Subsidiary" shall mean any Subsidiary other than a Subsidiary
that is organized under the laws of any state or commonwealth of the United
States of America.

         "GAAP" shall mean generally accepted accounting principles as in effect
from time to time in the United States of America provided that, if the Company
or the Required Holders notify the other party that it or they wish to amend any
negative covenants (or any definition hereof) to eliminate the effect of any
change in generally accepted accounting principles on the operation of such
covenant or definition, then the Company's compliance with such covenant or the
meaning of such definition shall be determined on the basis of generally
accepted accounting principles in effect immediately before the relevant change
in generally accepted accounting principles became effective, until either such
notice is withdrawn or such covenant is amended in a manner satisfactory to the
Company and the Required Holders.

         "Governmental Authority" shall mean

                  (a)  the government of

                       (1)  the United States of America or any state or other
                  political subdivision thereof, or

                       (2)  any other jurisdiction in which the Company or any
                  Restricted Subsidiary conducts all or any part of its
                  business, or which has jurisdiction over any properties of the
                  Company or any Restricted Subsidiary, or

                  (b)  any entity exercising executive, legislative, judicial,
         regulatory or administrative functions of, or pertaining to, any such
         government.

         "Guaranty" shall mean, with respect to any Person, any obligation
(except the endorsement in the ordinary course of business of negotiable
instruments for deposit or collection) of such Person guaranteeing or in effect
guaranteeing any Debt, dividend or other obligation of any other Person in any
manner, whether directly or indirectly, including, without limitation,
obligations incurred through an agreement, contingent or otherwise, by such
Person:

                  (a)  to purchase such Debt or obligation or any property
         constituting security therefor primarily for the purpose of assuring
         the owner of such Debt or obligation of the ability of any other Person
         to make payment of such Debt or obligation;

                   (b) to advance or supply funds (1) for the purchase or
         payment of such Debt or obligation or (2) to maintain any working
         capital or other balance sheet condition or any income statement
         condition of any other Person or otherwise to advance or make available
         funds for the purchase or payment of such Debt or obligation;

                                      E-1-5
<PAGE>

                   (c) to lease properties or to purchase properties or services
         primarily for the purpose of assuring the owner of such Debt or
         obligation of the ability of any other Person to make payment of the
         Debt or obligation; or

                  (d)  otherwise to assure the owner of such Debt or obligation
         against loss in respect thereof.

         In any computation of the Debt or other liabilities of the obligor
under any Guaranty, the Debt or other obligations that are the subject of such
Guaranty shall be assumed to be direct obligations of such obligor, provided
that the amount of such Debt outstanding for purposes of this Agreement
(including any Supplement) shall not exceed the maximum amount of Debt that is
the subject of such Guaranty.

         "Guaranty Supplement" is defined in Section 9.9(a).

         "Hazardous Material" shall mean any and all pollutants, toxic or
hazardous wastes or other substances that might pose a hazard to health and
safety, the removal of which may be required or the generation, manufacture,
refining, production, processing, treatment, storage, handling, transportation,
transfer, use, disposal, release, discharge, spillage, seepage or filtration of
which is or shall be restricted, prohibited or penalized by any applicable law
including, but not limited to, asbestos, urea formaldehyde foam insulation,
polychlorinated biphenyls, petroleum, petroleum products, lead based paint,
radon gas or similar restricted, prohibited or penalized substances.

         "holder" shall mean, with respect to any Note, the Person in whose name
such Note is registered in the register maintained by the Company pursuant to
Section 13.1.

         "INHAM Exemption" is defined in Section 6.3(e).

         "Institutional Investor" shall mean (a) any original purchaser of a
Note, (b) any holder of a Note holding (together with one or more of its
affiliates) more than $2,000,000 of the aggregate principal amount of the Notes
then outstanding, (c) any bank, trust company, savings and loan association or
other financial institution, any pension plan, any investment company, any
insurance company, any broker or dealer, or any other similar financial
institution or entity, regardless of legal form and (d) any Related Fund of any
holder of any Note.

         "Interest Payment Date" shall mean the last day of each applicable
Interest Period, provided that if an Interest Payment Date shall fall on a day
which is not a Business Day, such Interest Payment Date shall be the next
succeeding Business Day unless such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Payment Date shall be the
next preceding Business Day.

         "Interest Period" shall mean (a) with respect to the Series 2007-A
Tranche 2 Notes, the period of three months commencing on the Closing Date and
ending on the numerically corresponding day in the third succeeding month
thereafter, and each successive period of three months thereafter commencing on
the last day of the immediately preceding Interest Period, provided that in no
event may any Interest Period end after the maturity date of the Series 2007-A
Tranche 2 Notes and (b) with respect to any Series or tranche of Additional
Notes which are Floating Rate Notes, as set forth in the Supplement pursuant to
which such Series or tranche of Additional Notes was issued.

                                      E-1-6
<PAGE>

         "LIBOR" shall mean (a) with respect to the Series 2007-A Tranche 2
Notes, for any Interest Period, the rate per annum (rounded upwards, if
necessary, to the next higher one hundredth (1/100) of a percentage point) for
deposits in Dollars for a three-month period which appears on the Bloomberg
Financial Markets Service Page BBAM-1 (or if such page is not available, the
Reuters Screen LIBO Page) as of 11:00 a.m. (London, England time) on the date
two Business Days before the commencement of such Interest Period (or three
Business Days prior to the beginning of the first Interest Period) and (b) with
respect to any Series or tranche of Additional Notes which are Floating Rate
Notes, as set forth in the Supplement pursuant to which such Series or tranche
of Additional Notes was issued. "Reuters Screen LIBO Page" means the display
designated as the "LIBO" page on the Reuters Monitory Money Rates Service (or
such other page as may replace the LIBO page on that service or such other
service as may be nominated by the British Bankers' Association as the
information vendor for the purpose of displaying British Bankers' Association
Interest Settlement Rates for Dollar deposits).

         "Lien" shall mean, with respect to any Person, any mortgage, lien,
pledge, charge, security interest or other encumbrance, or any interest or title
of any vendor, lessor, lender or other secured party to or of such Person under
any conditional sale or other title retention agreement (other than an operating
lease) or Capital Lease, upon or with respect to any property or asset of such
Person (including, in the case of stock, shareholder agreements, voting trust
agreements and all similar arrangements).

         "Make-Whole Amount" shall have the meaning (a) set forth in Section 8.7
with respect to the Series 2007-A Tranche 1 Notes and (b) set forth in the
applicable Supplement with respect to any other Series or tranche of Additional
Notes which are Fixed Rate Notes.

         "Material" shall mean material in relation to the business, operations,
affairs, financial condition, assets or properties of the Company and its
Restricted Subsidiaries, taken as a whole.

         "Material Adverse Effect" shall mean a material adverse effect on (a)
the business, operations, affairs, financial condition, assets or properties of
the Company and its Restricted Subsidiaries, taken as a whole, (b) the ability
of the Company to perform its obligations under this Agreement, any Supplement
and the Notes, (c) the ability of the Subsidiary Guarantors, taken as a whole,
to perform their obligations under the Subsidiary Guaranty or (d) the validity
or enforceability of this Agreement, any Supplement, the Subsidiary Guaranty or
the Notes.

         "Material Subsidiary" shall mean, at any time, (a) any Subsidiary
Guarantor and (b) any other Restricted Subsidiary of the Company which, together
with all other Restricted Subsidiaries of such Restricted Subsidiary, accounts
for more than (a) 5% of Consolidated Total Assets or (b) 5% of consolidated
gross revenue of the Company and its Restricted Subsidiaries.

         "Maximum Leverage Ratio" is defined in Section 10.1.

                                      E-1-7
<PAGE>

         "Multiemployer Plan" shall mean any Plan that is a "multiemployer plan"
(as such term is defined in Section 4001(a)(3) of ERISA).

         "NAIC" shall mean the National Association of Insurance Commissioners
or any successor thereto.

         "NAIC Annual Statement" is defined in Section 6.3(a).

         "Notes" is defined in Section 1.

         "Notice of Election to Increase Leverage Ratio" shall mean a notice,
dated not more than 10 Business Days after the date of completion of the
Acquisition described therein, signed by a Senior Financial Officer of the
Company, which shall state (a) that the Company or a Restricted Subsidiary has
completed an Acquisition, (b) a description of such Acquisition, (c) the date of
completion of such Acquisition, (d) the fair market value of the assets acquired
or contributed in such Acquisition, (e) that immediately before giving effect to
such Acquisition no Default or Event of Default shall have occurred and be
continuing, (e) that by such notice the Company has elected to increase the
Maximum Leverage Ratio to 3.75 to 1.00 for the fiscal quarter in which such
Acquisition occurred and for each of the three consecutive fiscal quarters
immediately thereafter and (f) that immediately after giving effect to such
increase in the Maximum Leverage Ratio no Default or Event of Default shall have
occurred and be continuing.

         "Officer's Certificate" with respect to any Person shall mean a
certificate of a Senior Financial Officer or of any other officer of such Person
whose responsibilities extend to the subject matter of such certificate.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation referred to
and defined in ERISA or any successor thereto.

         "Person" shall mean an individual, partnership, corporation, limited
liability company, association, trust, unincorporated organization, business
entity or Governmental Authority.

         "Plan" shall mean an "employee benefit plan" (as defined in Section
3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five
years, has been established or maintained, or to which contributions are or,
within the preceding five years, have been made or required to be made, by the
Company or any ERISA Affiliate or with respect to which the Company or any ERISA
Affiliate may have any liability.

         "Prepayment Premium" shall mean (a) with respect to the Series 2007-A
Tranche 2 Notes, in connection with any optional prepayment of the Notes
pursuant to Section 8.2 or acceleration of the Series 2007-A Tranche 2 Notes
pursuant to Section 12.1, an amount equal to the applicable percentage of the
principal amount of the Series 2007-A Tranche 2 Notes so prepaid or accelerated
as follows:

                                      E-1-8
<PAGE>

    PERIOD                                          APPLICABLE PERCENTAGE
    ---------------------------------------------   ---------------------
    For the period from the date of Closing until
                    April 2, 2008                            3%

       For the period from April 3, 2008 until
                    April 2, 2009                            2%

       For the period from April 3, 2009 until
                    April 2, 2010                            1%

                     Thereafter
                                                             0%

and (b) with respect to any Series or tranche of Additional Notes which are
Floating Rate Notes, as set forth in the Supplement pursuant to which such
Series or tranche of Additional Notes was issued.

         "Priority Debt" shall mean (without duplication), as of the date of any
determination thereof, the sum of (a) all unsecured Debt of Restricted
Subsidiaries (including all Guaranties of Debt of the Company) but excluding (1)
unsecured Debt owing to the Company or any other Restricted Subsidiary, (2)
unsecured Debt outstanding at the time such Person became a Restricted
Subsidiary (other than an Unrestricted Subsidiary which is designated or
redesignated as a Restricted Subsidiary pursuant to Section 9.8), provided that
such Debt shall have not been incurred in contemplation of such Person becoming
a Restricted Subsidiary, (3) unsecured Debt outstanding on February 28, 2007
that was directly borrowed under the Bank Credit Agreement by a Restricted
Subsidiary that is a Foreign Subsidiary and which is identified on Schedule 5.15
and (4) all Guaranties of Debt of the Company by any Restricted Subsidiary which
has also guaranteed the Notes pursuant to the Subsidiary Guaranty and (b) all
Debt of the Company and its Restricted Subsidiaries secured by Liens other than
Debt secured by Liens permitted by subparagraphs (a) through (i), inclusive, of
Section 10.3.

         "property" or "properties" shall mean, unless otherwise specifically
limited, real or personal property of any kind, tangible or intangible, choate
or inchoate.

         "PTE" is defined in Section 6.3(a).

         "Purchasers" shall mean the purchasers of the Notes named in
Schedule A.

         "QPAM Exemption" is defined in Section 6.3(d).

         "Qualified Institutional Buyer" shall mean any Person who is a
qualified institutional buyer within the meaning of such term as set forth in
Rule 144(a)(1) under the Securities Act.

         "Ratable Portion" for any Note shall mean an amount equal to the
product of (a) the net proceeds from a sale of assets being applied to the
payment or prepayment of Debt pursuant to Section 10.5(b) multiplied by (b) a
fraction, the numerator of which is the aggregate outstanding principal amount
of such Note and the denominator of which is the aggregate outstanding principal
amount of all Senior Debt.

                                      E-1-9
<PAGE>

         "Related Fund" shall mean, with respect to any holder of any Note, any
fund or entity that (a) invests in securities or bank loans and (b) is advised
or managed by such holder, the same investment advisor as such holder or by an
affiliate of such holder or such investment advisor.

         "Required Holders" shall mean, at any time, the holders of more than
50% in principal amount of the Notes of all Series at the time outstanding
(exclusive of Notes then owned by the Company or any of its Affiliates and any
Notes held by parties who are contractually required to abstain from voting with
respect to matters affecting the holders of the Notes).

         "Responsible Officer" shall mean any Senior Financial Officer and any
other officer of the Company with responsibility for the administration of the
relevant portion of this Agreement.

         "Restricted Subsidiary" shall mean (a) any Subsidiary that is a
Subsidiary Guarantor and (b) any other Subsidiary (1) in which at least a
majority of the voting securities are owned by the Company and/or one or more
wholly-owned Restricted Subsidiaries and (2) which the Company has not
designated as an Unrestricted Subsidiary on the Closing Date or by notice in
writing given to the holders of Notes in accordance with the provisions of
Section 9.8.

         "Sale of Assets Prepayment Date" is defined in Section 8.6(a).

         "Sale of Assets Prepayment Event" is defined in Section 8.6(a).

         "SEC" shall mean the Securities and Exchange Commission of the United
States, or any successor thereto.

         "Securities Act" shall mean the Securities Act of 1933, as amended from
time to time.

         "Senior Debt" shall mean, as of any date of determination thereof, all
Consolidated Debt, other than Subordinated Debt.

         "Senior Financial Officer" with respect to any Person shall mean the
chief financial officer, director of treasury, principal accounting officer,
treasurer, assistant treasurer or controller of such Person.

         "Series" shall mean any series of Notes issued pursuant to this
Agreement or any Supplement.

         "Series 2007-A Notes" is defined in Section 1.

         "Series 2007-A Tranche 1 Notes" is defined in Section 1.

         "Series 2007-A Tranche 2 Default Rate" shall mean that rate of interest
that is the greater of (a) 2.00% per annum above the then applicable Applicable
Floating Rate and (b) 2.00% per annum above the rate of interest publicly
announced by Bank of America, N.A. in New York, New York as its "reference"
rate.

                                     E-1-10
<PAGE>

         "Series 2007-A Tranche 2 Notes" is defined in Section 1.

         "Source" is defined in Section 6.3.

         "Subordinated Debt" shall mean all unsecured Debt of the Company or a
Subsidiary Guarantor, as the case may be, which shall contain or have applicable
thereto subordination provisions providing for the subordination thereof to
other Debt of the Company (including, without limitation, the obligations of the
Company under this Agreement, any Supplement or the Notes) or such Subsidiary
Guarantor (including, without limitation, the obligations of such Subsidiary
Guarantor under the Subsidiary Guaranty).

         "Subsidiary" shall mean, as to any Person, any corporation, association
or other business entity in which such Person or one or more of its Subsidiaries
or such Person and one or more of its Subsidiaries owns sufficient equity or
voting interests to enable it or them (as a group) ordinarily, in the absence of
contingencies, to elect a majority of the directors (or Persons performing
similar functions) of such entity, and any partnership or joint venture if more
than a 50% interest in the profits or capital thereof is owned by such Person or
one or more of its Subsidiaries or such Person and one or more of its
Subsidiaries (unless such partnership can and does ordinarily take major
business actions without the prior approval of such Person or one or more of its
Subsidiaries). Unless the context otherwise clearly requires, any reference to a
"Subsidiary" is a reference to a Subsidiary of the Company.

         "Subsidiary Guarantor" shall mean each Subsidiary which is party to the
Subsidiary Guaranty.

         "Subsidiary Guaranty" is defined in Section 2.3(a).

         "Successor Corporation" is defined in Section 10.4(b)(1).

         "Supplement" is defined in Section 2.2(a).

         "SVO" shall mean the Securities Valuation Office of the NAIC or any
successor to such office.

         "tranche" shall mean all Notes of a Series having the same maturity,
interest rate and schedule for mandatory prepayments.

         "Unrestricted Subsidiary" shall mean any Subsidiary so designated by
the Company on the Closing Date or by notice in writing given to the holders of
Notes in accordance with the provisions of Section 9.8.

         "USA Patriot Act" shall mean United States Public Law 107-56, Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to
time, and the rules and regulations promulgated thereunder from time to time in
effect.

                                     E-1-11