Common use of Notes held by the Issuer etc Clause in Contracts

Notes held by the Issuer etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Registrable Notes or Exchange Notes is required hereunder, Registrable Notes or Exchange Notes held by the Issuer, the Guarantors or their Affiliates (other than subsequent Holders of Registrable Notes or Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. Please confirm that the foregoing correctly sets forth the agreement between the Issuer and the Initial Purchaser. Very truly yours, XXXXX & LORD, INC. By:/s/ Xxxxxxx X. Xxxxxx --------------------- Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President XXXXX & LORD INDUSTRIES, INC. By: /s/ Xxxxxxx X. Xxxxxx ---------------------- Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President G & L SERVICE COMPANY, NORTH AMERICA, INC. By: /s/ Xxxxxxx X. Xxxxxx ---------------------- Name: Xxxxxxx X. Xxxxxx Title: Vice President SWIFT TEXTILES, INC. By: /s/ Xxxxxxx X. Xxxxxx --------------------- Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President SWIFT DENIM SERVICES, INC. By: /s/ Xxxxxxx X. Xxxxxx ----------------------- Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President The foregoing Agreement is hereby accepted as of the date first above written. FIRST UNION CAPITAL MARKETS A DIVISION OF WHEAT FIRST SECURITIES, INC. By: /s/ Xxxxxx X. Xxxxxx --------------------- Name: Xxxxxx X. Xxxxxx Title: Senior Director ANNEX A Each broker-dealer that receives Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where such Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

Notes held by the Issuer etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Registrable Notes or Exchange Notes is required hereunder, Registrable Notes or Exchange Notes held by the Issuer, the Guarantors or their Affiliates (other than subsequent Holders of Registrable Notes or Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. * * * Please confirm that the foregoing correctly sets forth the agreement between the Issuer Issuer, the Guarantors and the Initial Purchaser. Very truly yours, XXXXX & LORD, INCPHOENIX COLOR CORP. By:/s/ Xxxxxxx X. By: /s/ Xxxxxx --------------------- Xxxxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxx Xxxxxxxxx Title: Executive Vice President XXXXX & LORD INDUSTRIESChief Financial Officer PHOENIX (MD.) REALTY, LLC By: /s/ Xxxxxx Xxxxxxxxx ------------------------------------- Name: Xxxxxx Xxxxxxxxx Title: Chief Financial Officer PCC EXPRESS, INC. By: /s/ Xxxxxxx X. Xxxxxx ---------------------- Xxxxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxx Xxxxxxxxx Title: Executive Vice President G & L SERVICE COMPANY, NORTH AMERICA, INC. By: /s/ Xxxxxxx X. Xxxxxx ---------------------- Name: Xxxxxxx X. Xxxxxx Title: Vice President SWIFT TEXTILES, INC. By: /s/ Xxxxxxx X. Xxxxxx --------------------- Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President SWIFT DENIM SERVICES, INC. By: /s/ Xxxxxxx X. Xxxxxx ----------------------- Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President Chief Financial Officer The foregoing Agreement is hereby accepted as of the date first above written. FIRST UNION CAPITAL MARKETS A DIVISION OF WHEAT FIRST SECURITIES, INCCORP. By: /s/ Xxxxxx Xxxxxxx X. Xxxxxx --------------------- Xxxx -------------------------- Name: Xxxxxx Xxxxxxx X. Xxxxxx Xxxx Title: Senior Director Managing Director ANNEX A Each broker-dealer that receives Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where such Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution." ANNEX B Each broker-dealer that receives Exchange Notes for its own account in exchange for Initial Notes, where such Initial Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See "Plan of Distribution." ANNEX C

Notes held by the Issuer etc. Whenever the consent or approval ------------------------------ of Holders of a specified percentage of principal amount of Registrable Transfer Restricted Notes or Exchange Notes is required hereunder, Registrable Transfer Restricted Notes or Exchange Notes held by the Issuer, the Subsidiary Guarantors or their Affiliates (other than subsequent Holders of Registrable Transfer Restricted Notes or Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. Please confirm that the foregoing correctly sets forth the agreement between among the Issuer Issuer, the Subsidiary Guarantors and the Initial PurchaserPurchasers. Very truly yours, XXXXX & LORDGLOBAL IMAGING SYSTEMS, INC. By:/s/ By /s/ Xxxxxxx X. Xxxxxx --------------------- Xxxxxxxxx ----------------------------------------------- Name: Xxxxxxx X. Xxxxxx Xxxxxxxxx Title: Executive Vice President XXXXX & LORD INDUSTRIESPresident, INC. By: Chief Financial Officer, Secretary and Treasurer Each SUBSIDIARY GUARANTOR listed on Annex A attached hereto By /s/ Xxxxxxx X. Xxxxxx ---------------------- Xxxxxxxxx ----------------------------------------------- Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President G & L SERVICE COMPANYXxxxxxxxx, NORTH AMERICAon behalf of, INC. By: /s/ Xxxxxxx X. Xxxxxx ---------------------- Name: Xxxxxxx X. Xxxxxx Title: Vice President SWIFT TEXTILESand in his capacity as an authorized signatory for, INC. By: /s/ Xxxxxxx X. Xxxxxx --------------------- Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President SWIFT DENIM SERVICES, INC. By: /s/ Xxxxxxx X. Xxxxxx ----------------------- Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President each of the Subsidiary Guarantors listed on Annex A hereto The foregoing Agreement is hereby confirmed and accepted as of the date first above written. FIRST UNION CAPITAL MARKETS A DIVISION OF WHEAT FIRST SECURITIESCORP. PRUDENTIAL SECURITIES INCORPORATED XXXXXXX XXXXX & ASSOCIATES, INC. By: SCOTIA CAPITAL MARKETS (USA) INC. By FIRST UNION CAPITAL MARKETS CORP. By /s/ Xxxxxx X. Xxxxxx --------------------- Xxxx Xxxxx ---------------------------- Name: Xxxxxx X. Xxxxxx Xxxx Xxxxx Title: Senior Director Managing Director For itself and on behalf of the other Initial Purchasers ANNEX A Each broker-dealer that receives Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale Subsidiary Guarantors --------------------- 1. American Photocopy Equipment Company of such Exchange NotesXxxxxxxxxx 0. The Letter Xxxxxx, Inc. 3. Business Equipment Unlimited 4. Cameron Office Products, Inc. 5. Capitol Copy Products, Inc. 6. Capitol Office Solutions, Inc. 7. Xxxx Business Machines of Transmittal states that by so acknowledging Great Neck Inc. 8. Centre Business Products, Inc. 9. Connecticut Business Systems, Inc. 10. Xxxxxx Office Products, Inc. 11. Copy Service and by delivering a prospectusSupply, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning Inc. 12. COS Financial, Inc. 13. Xxxxxx Industries, Inc. 14. Distinctive Business Products, Inc. 15. Duplicating Specialties, Inc. dba Copytronix 16. Eastern Copy Products, Inc. 17. Electronic Systems of the ActRichmond, Inc. 18. This ProspectusElectronic Systems, as it may be amended or supplemented from time to timeInc. 19. Felco Office Systems, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where such Notes were acquired by such broker-dealer as a result of market-making activities or other trading activitiesInc. 20. The Global Imaging Finance Company has agreed that21. Global Imaging Operations, starting on the Expiration Date and ending on the close of business one year after the Expiration DateInc. 22. ProView, it will make this Prospectus available to any broker-dealer for use in connection with any such resaleInc. 23. See "Plan of Distribution."Quality Business Systems, Inc. 24. Southern Business Communications, Inc. 25. Southern Copy Systems, Inc.

Notes held by the Issuer etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Registrable Notes or Exchange Notes is required hereunder, Registrable Notes or Exchange Notes held by the Issuer, the Guarantors or their Affiliates (other than subsequent Holders of Registrable Notes or Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. * * * * * Please confirm that the foregoing correctly sets forth the agreement between the Issuer and the Initial PurchaserPurchasers. Very truly yours, XXXXX & LORD, INC. By:/s/ Xxxxxxx X. Xxxxxx --------------------- Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President XXXXX & LORD INDUSTRIESFRESH FOODS, INC. By: /s/ Xxxxxxx Davix X. Xxxxxx ---------------------- Xxxxx --------------------------------------- Name: Xxxxxxx Davix X. Xxxxxx Xxxxx Title: Executive Vice President G & L SERVICE COMPANY, NORTH AMERICAGUARANTORS: BRUNSWICK ASSOCIATES, INC. By: /s/ Xxxxxxx Davix X. Xxxxxx ---------------------- Xxxxx --------------------------------------- Name: Xxxxxxx Davix X. Xxxxxx Xxxxx Title: Vice President SWIFT TEXTILESCLAREMONT RESTAURANT GROUP, LLC By: FRESH FOODS, INC., Sole Member By: /s/ Davix X. Xxxxx --------------------------------------- Name: Davix X. Xxxxx Title: President ELLOREE FOODS, INC. By: /s/ Xxxxxxx Davix X. Xxxxxx --------------------- Xxxxx --------------------------------------- Name: Xxxxxxx Davix X. Xxxxxx Xxxxx Title: Executive Vice President SWIFT DENIM SERVICES23 FRESH FOODS PROPERTIES, LLC By: FRESH FOODS, INC., Sole Member By: /s/ Davix X. Xxxxx --------------------------------------- Name: Davix X. Xxxxx Title: President GEORGIA BUFFET RESTAURANTS, INC. By: /s/ Xxxxxxx Davix X. Xxxxxx ----------------------- Xxxxx --------------------------------------- Name: Xxxxxxx Davix X. Xxxxxx Xxxxx Title: Executive Vice President The foregoing Agreement is hereby accepted as of the date first above written. FIRST UNION CAPITAL MARKETS A DIVISION OF WHEAT FIRST SECURITIESKNOXVILLE FOODS, INC. By: /s/ Xxxxxx Davix X. Xxxxxx --------------------- Xxxxx --------------------------------------- Name: Xxxxxx Davix X. Xxxxxx Xxxxx Title: Senior Director ANNEX A Each broker-dealer that receives Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale Vice President MOM `N' POP'S COUNTRY HAM, LLC By: FRESH FOODS, INC., Sole Member By: /s/ Davix X. Xxxxx --------------------------------------- Name: Davix X. Xxxxx Title: President OAK RIDGE FOODS, INC. By: /s/ Davix X. Xxxxx --------------------------------------- Name: Davix X. Xxxxx Title: Vice President SAGEBRUSH, INC. By: /s/ Davix X. Xxxxx --------------------------------------- Name: Davix X. Xxxxx Title: Vice President 24 SAGEBRUSH OF SEVIERVILLE, INC. By: /s/ Davix X. Xxxxx --------------------------------------- Name: Davix X. Xxxxx Title: Vice President SAGEBRUSH OF TENNESSEE, L.P. By: Sagebrush of such Exchange NotesSouth Carolina, LLC General Partner By: Sagebush, Inc., Sole Member SEVEN STARS, INC. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where such Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."By: /s/ Davix X. Xxxxx --------------------------------------- Name: Davix X. Xxxxx Title: President