Common use of Senior Subordinated Notes Clause in Contracts

Senior Subordinated Notes. (a) At or prior to the Effective Time, the Company, Holding and Acquiror will take all actions as may be necessary to (i) repurchase the aggregate principal amount of the Company's 8-7/8% Senior Subordinated Notes due 2006 (hereinafter referred to as the "Notes") that are tendered to the Company on the terms set forth in Section 8.10 of the Company Disclosure Schedule and such other customary terms and conditions as are reasonably acceptable to Acquiror and (ii) obtain the consent of holders of such principal amount of the Notes outstanding required pursuant to terms of the First Supplemental Indenture dated as of May 26, 1998 between the Company and State Street Bank and Trust Company of California, National Association, as Trustee (the "Indenture"), to amend the terms of the Indenture in the manner set forth in Section 8.10 of the Company Disclosure Schedule (the foregoing clauses (i) and (ii), together the "Debt Offer"). Notwithstanding the foregoing, in no event shall the Company be required to take any action that could obligate the Company to repurchase any Notes or incur any additional obligations to the holders of Notes prior to the Effective Time. (b) The Company shall waive any of the conditions to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as reasonably requested by the Acquiror, and the Company shall not, without Acquiror's prior consent, waive any material condition to the Debt Offer, make any changes to the terms and conditions of the Debt Offer set forth in Section 8.10 of the Company Disclosure Schedule or make any other material changes in the terms and conditions of the Debt Offer. Notwithstanding the immediately preceding sentence, Acquiror shall not request that the Company make any change to the terms and conditions of the Debt Offer which decreases the price per Note payable in the Debt Offer, changes the form of consideration payable in the Debt Offer (other than by adding consideration) or imposes conditions to the Debt Offer in addition to those set forth in Section 8.10 of the Company Disclosure Schedule which are materially adverse to holders of the Notes (it being agreed that a request by Acquiror that the Company waive any condition in whole or in part at any time and from time to time in its sole discretion shall not be deemed to be materially adverse to any holder of Notes), unless such change was previously approved in writing by the Special Committee or a majority of the disinterested members of the Board of Directors of the Company. (c) Promptly following the date of this Agreement, Holding, Acquiror and the Company shall prepare an offer to purchase the Notes (or portions thereof) and forms of the related letter of transmittal (the "Letter of Transmittal") (collectively, the "Offer to Purchase") and summary advertisement, as well as other information and exhibits (collectively, the "Offer Documents"). Holding, Acquiror and the Company shall cooperate with each other in the preparation of the Offer Documents. All mailings to the holders of Notes in connection with the Debt Offer shall be subject to the prior review, comment and reasonable approval of Acquiror. Provided that this Agreement shall not have been terminated in accordance with Section 10.1 , the Company shall, promptly after request of Acquiror (but in no event earlier than twenty calendar days after the date hereof), commence the Debt Offer and cause the Offer Documents to be mailed to the holders of the Notes as promptly as practicable following execution of this Agreement. The Company, Holding and Acquiror agree promptly to correct any information in the Offer Documents that shall be or have become false or misleading in any material respect. (d) In connection with the Debt Offer, if requested by Acquiror, the Company shall promptly furnish Acquiror with security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the beneficial owners and/or record holders of Notes, each as of a recent date, and shall promptly furnish Acquiror with such additional information (including but not limited to updated lists of Noteholders, mailing labels, security position listings and non-objecting beneficial owners lists) and such other assistance as Acquiror or its agents may reasonably require in communicating the Debt Offer to the record and beneficial holders of Notes.

Senior Subordinated Notes. (a) At or prior to the Effective Time, the Company, Holding and Acquiror will take all actions as may be necessary to (i) repurchase the aggregate principal amount of the Company's 8-7/8% Senior Subordinated Notes due 2006 (hereinafter referred to as the "Notes") that are tendered to the Company on the terms set forth in Section 8.10 of the Company Disclosure Schedule and such other customary terms and conditions as are reasonably acceptable to Acquiror and (ii) obtain the consent of holders of such principal amount of the Notes outstanding required pursuant to terms of the First Supplemental Indenture dated as of May 26, 1998 between the Company and State Street Bank and Trust Company of California, National Association, as Trustee (the "Indenture"), to amend the terms of the Indenture in the manner set forth in Section 8.10 of the Company Disclosure Schedule (the foregoing clauses (i) and (ii), together the "Debt Offer"). Notwithstanding the foregoing, in no event shall the Company be required to take any action that could obligate the Company to repurchase any Notes or incur any additional obligations to the holders of Notes prior to the Effective Time. (b) The Company shall waive any of the conditions to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as reasonably requested by the Acquiror, and the Company shall not, without Acquiror's prior consent, waive any material condition to the Debt Offer, make any changes to the terms and conditions of the Debt Offer set forth in Section 8.10 of the Company Disclosure Schedule or make any other material changes in the terms and conditions of the Debt Offer. Notwithstanding the immediately preceding sentence, Acquiror shall not request that the Company make any change to the terms and conditions of the Debt Offer which decreases the price per Note payable in the Debt Offer, changes the form of consideration payable in the Debt Offer (other than by adding consideration) or imposes conditions to the Debt Offer in addition to those set forth in Section 8.10 of the Company Disclosure Schedule which are materially adverse to holders of the Notes (it being agreed that a request by Acquiror that the Company waive any condition in whole or in part at any time and from time to time in its sole discretion shall not be deemed to be materially adverse to any holder of Notes), unless such change was previously approved in writing by the Special Committee or a majority of the disinterested members of the Board of Directors of the Company. (c) Promptly following the date of this Agreement, Holding, Acquiror and the Company shall prepare an offer to purchase the Notes (or portions thereof) and forms of the related letter of transmittal (the "Letter of Transmittal") (collectively, the "Offer to Purchase") and summary advertisement, as well as other information and exhibits (collectively, the "Offer Documents"). Holding, Acquiror and the Company shall cooperate with each other in the preparation of the Offer Documents. All mailings to the holders of Notes in connection with the Debt Offer shall be subject to the prior review, comment and reasonable approval of Acquiror. Provided that this Agreement shall not have been terminated in accordance with Section 10.1 10.1, the Company shall, promptly after request of Acquiror (but in no event earlier than twenty calendar days after the date hereof), commence the Debt Offer and cause the Offer Documents to be mailed to the holders of the Notes as promptly as practicable following execution of this Agreement. The Company, Holding and Acquiror agree promptly to correct any information in the Offer Documents that shall be or have become false or misleading in any material respect. (d) In connection with the Debt Offer, if requested by Acquiror, the Company shall promptly furnish Acquiror with security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the beneficial owners and/or record holders of Notes, each as of a recent date, and shall promptly furnish Acquiror with such additional information (including but not limited to updated lists of Noteholders, mailing labels, security position listings and non-objecting beneficial owners lists) and such other assistance as Acquiror or its agents may reasonably require in communicating the Debt Offer to the record and beneficial holders of Notes.

Senior Subordinated Notes. (a) At or prior The Company will authorize the ------------------------- issuance, sale and delivery to the Effective Time, the Company, Holding Investors of its senior subordinated notes ("Senior Subordinated Notes" and Acquiror will take all actions as may be necessary to (iindividually called a "Senior Subordinated ------------------------- ------------------- Note") repurchase in the aggregate principal amount of $9,000,000, to be dated the Company's 8-7/8date of ---- issue thereof, to mature (subject to Section 4 hereof) on the seventh anniversary of such date of issue and to bear interest on the unpaid balances thereof from the date thereof at the rate of 12% per annum until the principal thereof shall become due and payable. Such Senior Subordinated Notes due 2006 (hereinafter referred to as shall be substantially in the "Notes") form of Exhibit A attached hereto. Interest will be payable quarterly in arrears in cash on the last day of March, June, September and December, in each year, commencing on March 31, 1997; provided, however, that are tendered to -------- ------- the Company on may, at the terms set forth in Section 8.10 sole option of the Company Disclosure Schedule and such other customary terms and conditions as are reasonably acceptable to Acquiror and (ii) obtain the consent of holders of such principal amount of the Notes outstanding required pursuant to terms of the First Supplemental Indenture dated as of May 26Senior Subordinated Notes, 1998 between the Company issue interest notes ("Interest Notes" and State Street Bank and Trust Company of California, National Association, as Trustee (the individually called an -------------- "IndentureInterest Note"), together with additional shares of Convertible Preferred Stock ------------- (as defined below) to amend the terms of the Indenture extent provided in the manner set forth in Section 8.10 of the Company Disclosure Schedule (the foregoing clauses (i) and (ii), together the "Debt Offer"). Notwithstanding the foregoingparagraph 6S hereof, in no event lieu of a cash payment of any or all interest due during such period. Such Interest Notes shall the Company be required to take any action that could obligate the Company to repurchase any Notes or incur any additional obligations to the holders of Notes prior to the Effective Time. (b) The Company shall waive any of the conditions to the Debt Offer and make any other changes substantially in the terms and conditions of the Debt Offer as reasonably requested by the Acquiror, and the Company shall not, without Acquiror's prior consent, waive any material condition to the Debt Offer, make any changes to the terms and conditions of the Debt Offer set forth in Section 8.10 of the Company Disclosure Schedule or make any other material changes in the terms and conditions of the Debt Offer. Notwithstanding the immediately preceding sentence, Acquiror shall not request that the Company make any change to the terms and conditions of the Debt Offer which decreases the price per Note payable in the Debt Offer, changes the form of consideration payable in the Debt Offer (other than by adding consideration) or imposes conditions to the Debt Offer in addition to those set forth in Section 8.10 of the Company Disclosure Schedule which are materially adverse to holders of the Notes (it being agreed that a request by Acquiror that the Company waive any condition in whole or in part at any time and from time to time in its sole discretion shall not be deemed to be materially adverse to any holder of Notes), unless such change was previously approved in writing by the Special Committee or a majority of the disinterested members of the Board of Directors of the Company. (c) Promptly following the date Exhibit A attached hereto. For purposes of this Agreement, Holdingall references to the Senior Subordinated Notes shall be deemed to include any and all Interest Notes. The Senior Subordinated Notes will be jointly and severally unconditionally guaranteed, Acquiror and the Company shall prepare an offer to purchase the Notes on a subordinated basis, by Looney & Company, Inc. (or portions thereof"Looney") and forms Xxxxx, Bury and Associates, Inc. ("Xxxxx"), and each other Person that becomes a Subsidiary of the related letter Company, pursuant to a guarantee substantially in the form of transmittal Exhibit B attached hereto (the "Letter of Transmittal") (collectively, the "Offer to Purchase") and summary advertisement, as well as other information and exhibits (collectively, the "Offer DocumentsSubsidiary Guarantee"). HoldingThe Senior Subordinated Notes shall bear a legend -------------------- on their face, Acquiror indicating that the Senior Subordinated Notes have been issued with original issue discount and the Company shall cooperate with each other in the preparation name and address of the Offer Documents. All mailings to Company's representative who, upon the holders of Notes in connection with the Debt Offer shall be subject to the prior review, comment and reasonable approval of Acquiror. Provided that this Agreement shall not have been terminated in accordance with Section 10.1 , the Company shall, promptly after request of Acquiror (but in no event earlier than twenty calendar days after the date hereof)a holder, commence the Debt Offer and cause the Offer Documents to be mailed to the holders of the Notes as promptly as practicable following execution of this Agreement. The Company, Holding and Acquiror agree promptly to correct any can supply information in the Offer Documents that shall be or have become false or misleading in any material respectabout such original issue discount. (d) In connection with the Debt Offer, if requested by Acquiror, the Company shall promptly furnish Acquiror with security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the beneficial owners and/or record holders of Notes, each as of a recent date, and shall promptly furnish Acquiror with such additional information (including but not limited to updated lists of Noteholders, mailing labels, security position listings and non-objecting beneficial owners lists) and such other assistance as Acquiror or its agents may reasonably require in communicating the Debt Offer to the record and beneficial holders of Notes.

Senior Subordinated Notes. (a) At or prior to the Effective Time, the Company, Holding and Acquiror will take all actions as may be necessary to (i) repurchase the aggregate principal amount of the Company's 8-7/8% Senior Subordinated Notes due 2006 (hereinafter referred to as the "Notes") that are tendered to the Company on the terms set forth in Section 8.10 of the Company Disclosure Schedule and such other customary terms and conditions as are reasonably acceptable to Acquiror and (ii) obtain the consent of holders of such principal amount of the Notes outstanding required pursuant to terms of the First Supplemental Indenture dated as of May 26, 1998 between the Company and State Street Bank and Trust Company of California, National Association, as Trustee (the "Indenture"), to amend the terms of the Indenture in the manner set forth in Section 8.10 of the Company Disclosure Schedule (the foregoing clauses (i) and (ii), together the "Debt Offer"). Notwithstanding the foregoing, in no event shall the Company be required to take any action that could obligate the Company to repurchase any Notes or incur any additional obligations to the holders of Notes prior to the Effective Time. (b) The Company shall waive any of the conditions to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as reasonably requested by the Acquiror, and the Company shall not, without Acquiror's prior consent, waive any material condition to the Debt Offer, make any changes to the terms and conditions of the Debt Offer set forth in Section 8.10 of the Company Disclosure Schedule or make any other material changes in the terms and conditions of the Debt Offer. Notwithstanding the immediately preceding sentence, Acquiror shall not request that the Company make any change to the terms and conditions of the Debt Offer which decreases the price per Note payable in the Debt Offer, changes the form of consideration payable in the Debt Offer (other than by adding consideration) or imposes conditions to the Debt Offer in addition to those set forth in Section 8.10 of the Company Disclosure Schedule which are materially adverse to holders of the Notes (it being agreed that a request by Acquiror that the Company waive any condition in whole or in part at any time and from time to time in its sole discretion shall not be deemed to be materially adverse to any holder of Notes), unless such change was previously approved in writing by the Special Committee or a majority of the disinterested members of the Board of Directors of the Company. (c) Promptly following the date of this Agreement, Holding, Acquiror and the Company shall prepare an offer to purchase the Notes (or portions thereof) and forms of the related letter of transmittal (the "Letter of Transmittal") (collectively, the "Offer to Purchase") and summary advertisement, as well as other information and exhibits (collectively, the "Offer Documents"). Holding, Acquiror and the Company shall cooperate with each other in the preparation of the Offer Documents. All mailings to the holders of Notes in connection with the Debt Offer shall be subject to the prior review, comment and reasonable approval of Acquiror. Provided that this Agreement shall not have been terminated in accordance with Section 10.1 , the Company shall, promptly after request of Acquiror (but in no event earlier than twenty calendar days after the date hereof), commence the Debt Offer and cause the Offer Documents to be mailed to the holders of the Notes as promptly as practicable following execution of this Agreement. The Company, Holding and Acquiror agree promptly to correct any information in the Offer Documents that shall be or have become false or misleading in any material respect. (d) In connection with the Debt Offer, if requested by Acquiror, the Company shall promptly furnish Acquiror with security position listings, any non-non- objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the beneficial owners and/or record holders of Notes, each as of a recent date, and shall promptly furnish Acquiror with such additional information (including but not limited to updated lists of Noteholders, mailing labels, security position listings and non-objecting beneficial owners lists) and such other assistance as Acquiror or its agents may reasonably require in communicating the Debt Offer to the record and beneficial holders of Notes.

Senior Subordinated Notes. (a) At or prior to the Effective TimeRecapitalization Closing, notwithstanding anything to the Companycontrary in the Indenture, Holding each Senior Subordinated Note Holder will deliver all Senior Subordinated Notes then held by such Senior Subordinated Note Holder in exchange for such holder's Pro Rata Share of the cash (if any), RAME Common Stock and Acquiror will take all actions as may be necessary RAME Warrants (if any) comprising the Senior Subordinated Note Holder Payoff Amount to either (i) repurchase the aggregate principal amount designated depositary through the facilities of DTC by instructing its DTC participant or participants not later than the Company's 8-7/8% close of business on the second Business Day prior to the Recapitalization Closing to tender such Senior Subordinated Notes due 2006 (hereinafter referred to as electronically through the "Notes") that are tendered to the Company on the terms set forth in Section 8.10 of the Company Disclosure Schedule and such other customary terms and conditions as are reasonably acceptable to Acquiror and Automated Tender Offer Program instituted by DTC or (ii) obtain the consent of holders of such principal amount of the Notes outstanding required pursuant to terms of the First Supplemental Indenture dated as of May 26, 1998 between the Company and State Street Bank and Trust Company of California, National Association, (but only if the Senior Subordinated Notes are represented by Definitive Notes (as Trustee (the "Indenture"), to amend the terms of the Indenture defined in the manner set forth in Section 8.10 of the Company Disclosure Schedule (the foregoing clauses (i) and (iiIndenture), together the "Debt Offer"). Notwithstanding the foregoing, in no event shall the Company The Senior Subordinated Note Payoff Amount will be required to take any action that could obligate the Company to repurchase any Notes or incur any additional obligations paid and delivered to the holders of Notes prior to the Effective Time. (b) The Company shall waive any of the conditions to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as reasonably requested by the Acquiror, and the Company shall not, without Acquiror's prior consent, waive any material condition to the Debt Offer, make any changes Senior Subordinated Note Holders pursuant to the terms and conditions of the Debt Offer set forth in Section 8.10 Merger Agreement. (b) Each Senior Subordinated Note Holder hereby waives compliance by the Company with any term, covenant, default, event of default, provision or condition of the Company Disclosure Schedule Indenture that would conflict with, be violated by or make any other material changes in the terms and conditions occur by reason of the Debt Offer. Notwithstanding the immediately preceding sentence, Acquiror shall not request that the Company make any change to the terms and conditions consummation of the Debt Offer which decreases Merger, the price per Note payable in SLPH Merger, the Debt Offer, changes Recapitalization or the form of consideration payable in transactions contemplated by this Agreement or the Debt Offer (other than by adding consideration) or imposes conditions to the Debt Offer in addition to those set forth in Section 8.10 of the Company Disclosure Schedule which are materially adverse to holders of the Notes (it being agreed that a request by Acquiror that the Company waive any condition in whole or in part at any time and from time to time in its sole discretion shall not be deemed to be materially adverse to any holder of Notes), unless such change was previously approved in writing by the Special Committee or a majority of the disinterested members of the Board of Directors of the CompanyMerger Agreement. (c) Promptly following As soon as practicable after the date execution and delivery of this Agreement, Holding, Acquiror the Company will deliver to each record holder of Senior Subordinated Notes instructions for effecting the surrender of such Senior Subordinated Notes pursuant to this Agreement and the Company shall prepare an offer Merger Agreement. Notwithstanding anything to purchase the contrary in the Indenture, interest will cease to accrue on the Senior Subordinated Notes (or portions thereof) and forms as of the related letter of transmittal (date immediately preceding the "Letter of Transmittal") (collectively, Recapitalization Closing if the "Offer to Purchase") and summary advertisement, as well as other information and exhibits (collectively, the "Offer Documents"). Holding, Acquiror and the Company shall cooperate with each other in the preparation of the Offer Documents. All mailings to the holders of Notes in connection with the Debt Offer shall be subject to the prior review, comment and reasonable approval of Acquiror. Provided that transactions contemplated by this Agreement shall not have been terminated in accordance with Section 10.1 , the Company shall, promptly after request of Acquiror (but in no event earlier than twenty calendar days after the date hereof), commence the Debt Offer and cause the Offer Documents to be mailed to the holders of the Notes as promptly as practicable following execution of this Agreement. The Company, Holding and Acquiror agree promptly to correct any information in the Offer Documents that shall be or have become false or misleading in any material respectare consummated. (d) In connection with The Senior Subordinated Note Holders hereby agree that at any time prior to the Debt Offer, if requested by AcquirorRecapitalization Closing, the Company shall promptly furnish Acquiror be entitled, upon delivery of an authentication order in accordance with security position listingsSection 2.02 of the Indenture to the trustee under the Indenture (the "Trustee"), any non-objecting to exchange all Global Notes (as defined in the Indenture) representing all then outstanding principal plus accrued but unpaid interest on the Senior Subordinated Notes for Definitive Notes (as defined in the Indenture) in an aggregate amount equal to such outstanding principal plus accrued but unpaid interest. Definitive Notes issued in exchange for beneficial owner lists and any available listings or computer files containing the interests in Global Notes shall be registered in such names and addresses in such denominations as the Senior Subordinated Note Holders shall instruct the Company shall be delivered to the persons in whose names such Definitive Notes are registered. As soon as practicable after any such exchange, the Company will deliver to the holders of such Definitive Notes a letter of transmittal and instructions for effecting the surrender of such Definitive Notes pursuant to this Agreement and the Merger Agreement. In addition, the Company shall be entitled, upon delivery of an authentication order in accordance with Section 2.02 of the beneficial owners and/or record holders of Notes, each as of a recent date, and shall promptly furnish Acquiror with such additional information (including but not limited to updated lists of Noteholders, mailing labels, security position listings and non-objecting beneficial owners lists) and such other assistance as Acquiror or its agents may reasonably require in communicating the Debt Offer Indenture to the record and beneficial holders Trustee, to issue any PIK Notes required to be issued prior to the Recapitalization Closing in the form of Definitive Notes.

Senior Subordinated Notes. The Company shall do (or, if applicable, shall cause its Subsidiaries to do) one or more of the following at its sole option: (a) At or simultaneously with the Closing, effect a covenant defeasance of the Senior Notes pursuant to Section 8.03 of the Indenture (using funds to be provided by the financing at the Closing), (b) prior to the Effective TimeClosing, offer to purchase, contingent upon the Companyoccurrence of the Closing, Holding some or all of the outstanding Senior Notes at a price to be determined by the Company in its sole discretion, and, at its option, solicit in connection therewith consents with respect to amendments of the Indenture to eliminate or make inapplicable the covenants described in the first sentence of Section 8.03 of the Indenture and Acquiror will take all actions any such other amendments as may the Company shall determine, which other amendments shall require the prior approval of Acquiror, not to be necessary unreasonably withheld, or (c) prior to the Closing issue a redemption notice for the Senior Notes in accordance with Section 3.03 of the Indenture, and thereafter redeem the Senior Notes in accordance with Section 3.07 of the Indenture either (i) repurchase the aggregate principal amount of the Company's 8-7/8% Senior Subordinated Notes due 2006 (hereinafter referred to as the "Notes") that are tendered prior to the Company on the terms set forth in Section 8.10 of Closing, with funds to be borrowed by the Company Disclosure Schedule and (so long as such other customary terms and conditions as are reasonably acceptable to Acquiror and borrowing is repaid in full at the Closing) or (ii) obtain at the consent Closing, with a combination of holders of such principal amount of the Notes outstanding required pursuant cash on hand and amounts to terms of the First Supplemental Indenture dated as of May 26, 1998 between the Company and State Street Bank and Trust Company of California, National Association, as Trustee (the "Indenture"), to amend the terms of the Indenture in the manner set forth in Section 8.10 of the Company Disclosure Schedule (the foregoing clauses (i) and (ii), together the "Debt Offer")be funded by CPI at Closing. Notwithstanding the foregoing, in no event shall the Company be required to take any action that could obligate the Company to repurchase any Notes or incur any additional obligations to the holders of Notes prior to the Effective Time. (b) The Company shall waive keep Acquiror informed with respect to any such actions and the means by which any such offer is made or approval is sought and any documentation with respect to any of the conditions to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as reasonably requested by the Acquiror, and the Company shall not, without Acquiror's prior consent, waive any material condition to the Debt Offer, make any changes to the terms and conditions of the Debt Offer set forth in Section 8.10 of the Company Disclosure Schedule or make any other material changes in the terms and conditions of the Debt Offer. Notwithstanding the immediately preceding sentence, Acquiror shall not request that the Company make any change to the terms and conditions of the Debt Offer which decreases the price per Note payable in the Debt Offer, changes the form of consideration payable in the Debt Offer (other than by adding consideration) or imposes conditions to the Debt Offer in addition to those set forth in Section 8.10 of the Company Disclosure Schedule which are materially adverse to holders of the Notes (it being agreed that a request by Acquiror that the Company waive any condition in whole or in part at any time and from time to time in its sole discretion shall not be deemed to be materially adverse to any holder of Notes), unless such change was previously approved in writing by the Special Committee or a majority of the disinterested members of the Board of Directors of the Company. (c) Promptly following the date of this Agreement, Holding, Acquiror and the Company shall prepare an offer to purchase the Notes (or portions thereof) and forms of the related letter of transmittal (the "Letter of Transmittal") (collectively, the "Offer to Purchase") and summary advertisement, as well as other information and exhibits (collectively, the "Offer Documents"). Holding, Acquiror and the Company shall cooperate with each other in the preparation of the Offer Documents. All mailings to the holders of Notes in connection with the Debt Offer foregoing shall be subject to the prior review, comment and reasonable approval of Acquiror. Provided that this Agreement , which approval shall not have been terminated be unreasonably withheld or delayed. In the event that any Senior Notes are outstanding as of the Closing Date, the Surviving Corporation shall cause CPI to mail a redemption notice in accordance with the terms of Section 10.1 , 3.03 of the Company shall, promptly after request Indenture no later than the first Business Day following the Closing Date calling for the redemption of Acquiror the Senior Notes pursuant to Sections 3.03 and 3.07 of the Indenture (but in it being understood that such redemption notice shall provide for the Senior Notes to be redeemed no event earlier later than twenty calendar days after the first day following the date hereof), commence such notice is mailed that the Debt Offer and cause the Offer Documents Senior Notes are permitted to be mailed redeemed pursuant to the holders Section 3.03 of the Notes as promptly as practicable following execution of this Agreement. The Company, Holding and Acquiror agree promptly to correct any information in the Offer Documents that shall be or have become false or misleading in any material respectIndenture). (d) In connection with the Debt Offer, if requested by Acquiror, the Company shall promptly furnish Acquiror with security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the beneficial owners and/or record holders of Notes, each as of a recent date, and shall promptly furnish Acquiror with such additional information (including but not limited to updated lists of Noteholders, mailing labels, security position listings and non-objecting beneficial owners lists) and such other assistance as Acquiror or its agents may reasonably require in communicating the Debt Offer to the record and beneficial holders of Notes.

Senior Subordinated Notes. (a) At or prior to Borrower shall not issue additional Senior Subordinated Notes after the Effective Time, Closing Date unless the Company, Holding and Acquiror will take all actions as may be necessary to following conditions are satisfied in connection with each such issuance: (i) repurchase no Default or Event of Default shall have occurred and be continuing; (ii) the aggregate maturity date of any issuance of Senior Subordinated Notes must extend at least one hundred seventy-nine (179) days beyond the Maturity Date of this Agreement; (iii) the provisions pursuant to which such Senior Subordinated Notes are subordinate to the Obligations shall be acceptable to Lead Agent in the exercise of its sole discretion, and shall include, without limitation, standstill and payment blockage requirements on the holders of such Senior Subordinated Notes for a period of at least one hundred seventy-nine (179) days following a Default or Event of Default hereunder, as more particularly described in the indentures with respect to the Senior Subordinated Notes outstanding on the Closing Date; (iv) the covenants contained in any indenture or other agreement relating to such Senior Subordinated Notes must be less restrictive than the covenants contained in this Agreement; (v) such Senior Subordinated Notes must be unsecured; (vi) at least seventy-five (75%) of the net proceeds from such Senior Subordinated Notes must be applied to reduce the Outstanding Loans, if any, unless otherwise approved in writing by the Majority Lenders or unless the purpose of such issuance of Senior Subordinated Notes is to repay existing Senior Subordinated Notes; and (vii) the outstanding principal amount of the Company's 8-7/8% any such Senior Subordinated Notes due 2006 (hereinafter referred to having a maturity date of less than one year from the date of the determination must be covered by the Borrowing Base as indicated in the definition of "Notes") that are tendered to the Company on the terms set forth Borrowing Base Availability" in Section 8.10 of the Company Disclosure Schedule and such other customary terms and conditions as are reasonably acceptable to Acquiror and (ii) obtain the consent of holders of such principal amount of the Notes outstanding required pursuant to terms of the First Supplemental Indenture dated as of May 26, 1998 between the Company and State Street Bank and Trust Company of California, National Association, as Trustee (the "Indenture"), to amend the terms of the Indenture in the manner set forth in Section 8.10 of the Company Disclosure Schedule (the foregoing clauses (i) and (ii), together the "Debt Offer"). Notwithstanding the foregoing, in no event shall the Company be required to take any action that could obligate the Company to repurchase any Notes or incur any additional obligations to the holders of Notes prior to the Effective Time1.1 above. (b) The Company Without the prior written consent of the Majority Lenders, Borrower shall waive not: (i) repay, prepay, purchase, redeem or otherwise acquire any Senior Subordinated Notes, provided, however, nothing contained in this Section 10.8 shall prevent any member of the Consolidated Group from making regularly scheduled payments of principal and interest on any Senior Subordinated Notes provided for or permitted in any indenture with respect to such Senior Subordinated Notes if no Event of Default exists and the payment would not cause an Event of Default to occur; or (ii) permit the modification, waiver or amendment of any of the conditions to terms of any Senior Subordinated Notes, except for modifications, waivers or amendments that do not (x) increase the Debt Offer and make interest rate, fees or other charges provided for therein or change the maturity date or any other changes scheduled date for repayment of principal of such Senior Subordinated Notes, (y) change the subordination provisions of such Senior Subordinated Notes or (z) impose upon any member of the Consolidated Group any obligation or limitation that, in the terms and conditions reasonable judgment of the Debt Offer as reasonably requested by the AcquirorLead Agent, and the Company shall notis, without Acquiror's prior consent, waive any material condition to the Debt Offer, make any changes to the terms and conditions of the Debt Offer set forth in Section 8.10 of the Company Disclosure Schedule or make any other material changes in the terms and conditions of the Debt Offer. Notwithstanding the immediately preceding sentence, Acquiror shall not request that the Company make any change to the terms and conditions of the Debt Offer which decreases the price per Note payable in the Debt Offer, changes the form of consideration payable in the Debt Offer (other than by adding consideration) or imposes conditions to the Debt Offer in addition to those set forth in Section 8.10 of the Company Disclosure Schedule which are materially adverse to holders of the Notes (it being agreed that a request by Acquiror that the Company waive any condition in whole or in part at any time and from time to time in its sole discretion shall not be deemed to be materially adverse to any holder of Notes), unless such change was previously approved in writing by the Special Committee or a majority of the disinterested members of the Board of Directors of the Company. (c) Promptly following the date of this Agreement, Holding, Acquiror and the Company shall prepare an offer to purchase the Notes (or portions thereof) and forms of the related letter of transmittal (the "Letter of Transmittal") (collectively, the "Offer to Purchase") and summary advertisement, as well as other information and exhibits (collectively, the "Offer Documents"). Holding, Acquiror and the Company shall cooperate with each other in the preparation of the Offer Documents. All mailings to the holders of Notes in connection with the Debt Offer shall be subject to the prior review, comment and reasonable approval of Acquiror. Provided that this Agreement shall not have been terminated in accordance with Section 10.1 , the Company shall, promptly after request of Acquiror (but in no event earlier than twenty calendar days after the date hereof), commence the Debt Offer and cause the Offer Documents to be mailed to the holders of the Notes as promptly as practicable following execution of this Agreement. The Company, Holding and Acquiror agree promptly to correct any information in the Offer Documents that shall be or have become false or misleading in any material respect., more burdensome or restrictive than those currently provided for in this Agreement; or (diii) In connection with permit (whether or not within the Debt Offercontrol of a member of the Consolidated Group) the modification, if requested by Acquirorwaiver, the Company shall promptly furnish Acquiror with security position listingsor amendment of, or release of any parties to, any non-objecting beneficial owner lists and subordination agreement or subordination provisions contained in any available listings or computer files containing the names and addresses of the beneficial owners and/or record holders of Notes, each as of a recent date, and shall promptly furnish Acquiror indenture with such additional information (including but not limited respect to updated lists of Noteholders, mailing labels, security position listings and non-objecting beneficial owners lists) and such other assistance as Acquiror or its agents may reasonably require in communicating the Debt Offer to the record and beneficial holders of any Senior Subordinated Notes.

Senior Subordinated Notes. (a) At or prior to the Effective Time, the Company, Holding and Acquiror will take all actions as may be necessary to (i) repurchase Prior to the aggregate principal amount Closing, the Company shall cause Brand Services to consummate a tender offer and consent solicitation in respect of the Company's 8-7/8% Senior Subordinated Notes due 2006 pursuant to which (hereinafter referred to as the "Notes"A) that are tendered to the Company on the terms set forth in Section 8.10 will offer to purchase all of the Company Disclosure Schedule and such other customary terms and conditions as are reasonably acceptable to Acquiror outstanding Senior Subordinated Notes and (iiB) obtain solicit the consent of such number of holders of the Senior Subordinated Notes as is required under the Senior Subordinated Indenture to obtain such principal amount of the Notes outstanding required pursuant to terms of the First Supplemental Indenture dated waivers or amendments as of May 26, 1998 between are deemed reasonably necessary by the Company and State Street Bank Purchaser to permit the Acquisition, the Preferred Redemption, the PIK Note Repurchase and Trust Company of Californiaany other transaction contemplated hereby, National Associationincluding, as Trustee (the "Indenture")without limitation, to amend permit the terms consummation of the Indenture transactions pursuant to the Debt Commitment Letter and to eliminate substantially all restrictive covenants in the manner set forth in Section 8.10 Senior Subordinated Indenture (other than those which require the consent of the Company Disclosure Schedule (the foregoing clauses (i) and (ii), together the "Debt Offer"). Notwithstanding the foregoing, in no event shall the Company be required to take any action that could obligate the Company to repurchase any Notes or incur any additional obligations to the holders of Notes prior to the Effective Time. (b) The Company shall waive any 100% of the conditions outstanding Senior Subordinated Notes, or the consent of each holder of Senior Subordinated Notes affected, to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer effect), or as may otherwise by reasonably requested by the AcquirorPurchaser, and the Company shall not, without Acquiror's prior consent, waive any material condition to the Debt Offer, make any changes to the terms and conditions of the Debt Offer set forth in Section 8.10 of the Company Disclosure Schedule or make any other material changes in the terms and conditions of the Debt Offer. Notwithstanding the immediately preceding sentence, Acquiror shall not request that the Company make any change to the terms and conditions of the Debt Offer which decreases the price per Note payable in the Debt Offer, changes the form of consideration payable in the Debt Offer (other than by adding consideration) or imposes conditions to the Debt Offer in addition to those set forth in Section 8.10 of the Company Disclosure Schedule which are materially adverse to holders of the Notes (it being agreed that a request by Acquiror that the Company waive any condition in whole or in part at any time and from time to time in its sole discretion shall not be deemed to be materially adverse to any holder of Notes), unless such change was previously approved in writing by the Special Committee or a majority of the disinterested members of the Board of Directors of the Company. (c) Promptly following the date of this Agreement, Holding, Acquiror and the Company shall prepare an offer to purchase the Notes (or portions thereof) and forms of the related letter of transmittal (the "Letter of Transmittal") (collectivelyeach case, the "Offer to Purchase") and summary advertisement, as well as other information and exhibits (collectively, the "Offer Documents"). Holding, Acquiror and the Company shall cooperate with each other in the preparation effectiveness of the Offer Documents. All mailings to the holders of Notes in connection with the Debt Offer which shall be subject to the prior review, comment and reasonable approval of Acquiror. Provided that this Agreement shall not have been terminated in accordance with Section 10.1 , the Company shall, promptly after request of Acquiror (but in no event earlier than twenty calendar days after the date hereof), commence the Debt Offer and cause the Offer Documents to be mailed to the holders closing of the Notes as promptly as practicable following execution of this Agreement. The Company, Holding and Acquiror agree promptly to correct any information in the Offer Documents that shall be or have become false or misleading in any material respectAcquisition. (dii) In connection Concurrently with the Debt Offer, if requested by AcquirorClosing, the Company shall promptly furnish Acquiror with security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses cause Brand Services to repurchase all of the beneficial owners and/or record holders outstanding Senior Subordinated Notes pursuant to the tender offer referred to in clause (i) above (the “Senior Subordinated Note Repurchase”); provided, that, this clause (ii) shall be deemed satisfied in the event that no more than $2,000,000 in face amount of NotesSenior Subordinated Notes shall remain outstanding after the Senior Subordinated Note Repurchase is consummated, each so long as of a recent date, such remaining Senior Subordinated Notes shall remain subject to the Senior Subordinated Indenture as amended pursuant to clause (i) and shall promptly furnish Acquiror with such additional information (including but not limited to updated lists be treated as “Closing Indebtedness” for purposes of Noteholders, mailing labels, security position listings and non-objecting beneficial owners lists) and such other assistance as Acquiror or its agents may reasonably require in communicating the Debt Offer to the record and beneficial holders of Notesthis Agreement.

Senior Subordinated Notes. (a) At or prior to the Effective Time, the Company, Holding and Acquiror will take all actions as may be necessary to (i) repurchase the aggregate principal amount of the Company's 8-7/887/8% Senior Subordinated Notes due 2006 (hereinafter referred to as the "Notes") that are tendered to the Company on the terms set forth in Section 8.10 of the Company Disclosure Schedule and such other customary terms and conditions as are reasonably acceptable to Acquiror and (ii) obtain the consent of holders of such principal amount of the Notes outstanding required pursuant to terms of the First Supplemental Indenture dated as of May 26, 1998 between the Company and State Street Bank and Trust Company of California, National Association, as Trustee (the "Indenture"), to amend the terms of the Indenture in the manner set forth in Section 8.10 of the Company Disclosure Schedule (the foregoing clauses (i) and (ii), together the "Debt Offer"). Notwithstanding the foregoing, in no event shall the Company be required to take any action that could obligate the Company to repurchase any Notes or incur any additional obligations to the holders of Notes prior to the Effective Time. (b) The Company shall waive any of the conditions to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as reasonably requested by the Acquiror, and the Company shall not, without Acquiror's prior consent, waive any material condition to the Debt Offer, make any changes to the terms and conditions of the Debt Offer set forth in Section 8.10 of the Company Disclosure Schedule or make any other material changes in the terms and conditions of the Debt Offer. Notwithstanding the immediately preceding sentence, Acquiror shall not request that the Company make any change to the terms and conditions of the Debt Offer which decreases the price per Note payable in the Debt Offer, changes the form of consideration payable in the Debt Offer (other than by adding consideration) or imposes conditions to the Debt Offer in addition to those set forth in Section 8.10 of the Company Disclosure Schedule which are materially adverse to holders of the Notes (it being agreed that a request by Acquiror that the Company waive any condition in whole or in part at any time and from time to time in its sole discretion shall not be deemed to be materially adverse to any holder of Notes), unless such change was previously approved in writing by the Special Committee or a majority of the disinterested members of the Board of Directors of the Company. (c) Promptly following the date of this Agreement, Holding, Acquiror and the Company shall prepare an offer to purchase the Notes (or portions thereof) and forms of the related letter of transmittal (the "Letter of Transmittal") (collectively, the "Offer to Purchase") and summary advertisement, as well as other information and exhibits (collectively, the "Offer Documents"). Holding, Acquiror and the Company shall cooperate with each other in the preparation of the Offer Documents. All mailings to the holders of Notes in connection with the Debt Offer shall be subject to the prior review, comment and reasonable approval of Acquiror. Provided that this Agreement shall not have been terminated in accordance with Section 10.1 10.1, the Company shall, promptly after request of Acquiror (but in no event earlier than twenty calendar days after the date hereof), commence the Debt Offer and cause the Offer Documents to be mailed to the holders of the Notes as promptly as practicable following execution of this Agreement. The Company, Holding and Acquiror agree promptly to correct any information in the Offer Documents that shall be or have become false or misleading in any material respect. (d) In connection with the Debt Offer, if requested by Acquiror, the Company shall promptly furnish Acquiror with security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the beneficial owners and/or record holders of Notes, each as of a recent date, and shall promptly furnish Acquiror with such additional information (including but not limited to updated lists of Noteholders, mailing labels, security position listings and non-objecting beneficial owners lists) and such other assistance as Acquiror or its agents may reasonably require in communicating the Debt Offer to the record and beneficial holders of Notes.

Senior Subordinated Notes. Notwithstanding any other provision contained in the Agreement to the contrary, the Borrowers shall not purchase, repurchase or otherwise acquire Senior Subordinated Notes in excess of $15,000,000.00 during the term hereof, without prior written approval of the Banks. Events of Default. Any one or more of the following events shall be considered an "Event of Default" as that term is used herein: (a) At The Borrowers shall fail to pay when due or prior to declared due the Effective Timeprincipal of, and the interest on, the CompanyNotes, Holding and Acquiror will take all actions as may be necessary to (i) repurchase the aggregate principal amount or any fee or any other indebtedness of the Company's 8-7/8% Senior Subordinated Notes due 2006 (hereinafter referred to as the "Notes") that are tendered to the Company on the terms set forth in Section 8.10 of the Company Disclosure Schedule and such other customary terms and conditions as are reasonably acceptable to Acquiror and (ii) obtain the consent of holders of such principal amount of the Notes outstanding required Borrowers incurred pursuant to terms of the First Supplemental Indenture dated as of May 26, 1998 between the Company and State Street Bank and Trust Company of California, National Association, as Trustee (the "Indenture"), to amend the terms of the Indenture in the manner set forth in Section 8.10 of the Company Disclosure Schedule (the foregoing clauses (i) and (ii), together the "Debt Offer"). Notwithstanding the foregoing, in no event shall the Company be required to take this Agreement or any action that could obligate the Company to repurchase any Notes or incur any additional obligations to the holders of Notes prior to the Effective Time.other Loan Document; or (b) The Company Any representation or warranty made by Borrowers under this Agreement, or in any certificate or statement furnished or made to the Banks pursuant hereto, or in connection herewith, or in connection with any document furnished hereunder, shall waive prove to be untrue in any material respect as of the date on which such representation or warranty is made (or deemed made), or any representation, statement (including financial statements), certificate, report or other data furnished or to be furnished or made by Borrowers under any Loan Document, including this Agreement, proves to have been untrue in any material respect, as of the date as of which the facts therein set forth were stated or certified; or (c) Default shall be made in the due observance or performance of any of the conditions covenants or agreements of the Borrowers contained in the Loan Documents, including this Agreement (excluding covenants contained in Section 13 of the Agreement for which there is no cure period), and such default shall continue for more than thirty (30) days after notice thereof from Agent to Borrowers; or (d) Default shall be made in the due observance or performance of the covenants of Borrowers contained in Section 13 of this Agreement; or (e) Default shall be made in respect of any obligation for borrowed money in excess of $250,000, other than the Notes (including, but not limited to, the Senior Subordinated Notes) for which Borrowers are liable (directly, by assumption, as guarantor or otherwise), or any obligations secured by any mortgage, pledge or other security interest, lien, charge or encumbrance with respect thereto, on any asset or property of Borrowers in respect of any agreement relating to any such obligations unless Borrowers are not liable for same (i.e., unless remedies or recourse for failure to pay such obligations is limited to foreclosure of the collateral security therefor), and if such default shall continue beyond the applicable grace period, if any; or (f) Borrowers shall commence a voluntary case or other proceedings seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking an appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the Debt Offer appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action authorizing the foregoing; or (g) An involuntary case or other proceeding, shall be commenced against Borrowers seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and make such involuntary case or other proceeding shall remain undismissed and unstayed for a period of sixty (60) days; or an order for relief shall be entered against Borrowers under the federal bankruptcy laws as now or hereinafter in effect; or (h) A final judgment or order for the payment of money in excess of $1,500,000 (or judgments or orders aggregating in excess of $1,500,000) shall be rendered against Borrowers and such judgments or orders shall continue unsatisfied and unstayed for a period of thirty (30) days; or (i) In the event the Total Outstandings shall at any other changes in time exceed the terms and conditions of Borrowing Base established for the Debt Offer as reasonably requested by the AcquirorRevolving Notes, and the Company Borrowers shall fail to comply with the provisions of Section 9(b) hereof; or (j) A Change of Management shall occur; or (k) Any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby and such occurrence would have a Material Adverse Effect; or (l) The good faith determination by the Agent that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased. Upon occurrence of any Event of Default specified in Subsections 14(f) and (g) hereof, the entire principal amount due under the Notes and all interest then accrued thereon, and any other liabilities of the Borrowers hereunder, shall become immediately due and payable all without Acquirornotice and without presentment, demand, protest, notice of protest or dishonor or any other notice of default of any kind, all of which are hereby expressly waived by the Borrowers. In any other Event of Default, the Agent, upon request of Majority Banks, shall deliver written notice of such Event of Default and offer the Borrowers thirty (30) days to cure said Event of Default to Agent's prior consentsatisfaction. In the event the Event of Default is not cured after the expiration of this "cure" period, waive any material condition the Agent, upon request of Majority Banks, shall by notice to the Debt OfferBorrowers declare the principal of, make and all interest then accrued on, the Notes and any changes other liabilities hereunder to be forthwith due and payable, whereupon the same shall forthwith become due and payable without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which the Borrowers hereby expressly waive, anything contained herein or in the Note to the terms and conditions contrary notwithstanding. Nothing contained in this Section 14 shall be construed to limit or amend in any way the Events of Default enumerated in the Debt Offer set forth in Section 8.10 of the Company Disclosure Schedule Note, or make any other material changes document executed in connection with the terms transaction contemplated herein. Upon the occurrence and conditions during the continuance of any Event of Default, the Debt Offer. Notwithstanding the immediately preceding sentence, Acquiror shall not request that the Company make any change to the terms and conditions of the Debt Offer which decreases the price per Note payable in the Debt Offer, changes the form of consideration payable in the Debt Offer (other than by adding consideration) or imposes conditions to the Debt Offer in addition to those set forth in Section 8.10 of the Company Disclosure Schedule which Banks are materially adverse to holders of the Notes (it being agreed that a request by Acquiror that the Company waive any condition in whole or in part hereby authorized at any time and from time to time in its sole discretion shall not be deemed time, without notice to be materially adverse to the Borrowers (any holder of Notessuch notice being expressly waived by the Borrowers), unless such change was previously approved in writing to set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Special Committee or a majority any of the disinterested members Banks to or for the credit or the account of the Board of Directors Borrowers against any and all of the Company. (c) Promptly following indebtedness of the date of Borrowers under the Notes and the Loan Documents, including this Agreement, Holdingirrespective of whether or not the Banks shall have made any demand under the Loan Documents, Acquiror including this Agreement or the Notes and although such indebtedness may be unmatured. Any amount set-off by any of the Banks shall be applied against the indebtedness owed the Banks by the Borrowers pursuant to this Agreement and the Company shall prepare an offer to purchase the Notes (or portions thereof) and forms of the related letter of transmittal (the "Letter of Transmittal") (collectively, the "Offer to Purchase") and summary advertisement, as well as other information and exhibits (collectively, the "Offer Documents"). Holding, Acquiror and the Company shall cooperate with each other in the preparation of the Offer Documents. All mailings to the holders of Notes in connection with the Debt Offer shall be subject to the prior review, comment and reasonable approval of Acquiror. Provided that this Agreement shall not have been terminated in accordance with Section 10.1 , the Company shall, promptly after request of Acquiror (but in no event earlier than twenty calendar days after the date hereof), commence the Debt Offer and cause the Offer Documents to be mailed to the holders of the Notes as promptly as practicable following execution of this AgreementNotes. The Company, Holding and Acquiror Banks agree promptly to correct notify the Borrowers after any information in such setoff and application, provided that the Offer Documents that failure to give such notice shall be or have become false or misleading in any material respect. (d) In connection with not affect the Debt Offer, if requested by Acquiror, the Company shall promptly furnish Acquiror with security position listings, any nonvalidity of such set-objecting beneficial owner lists off and any available listings or computer files containing the names and addresses application. The rights of the beneficial owners and/or record holders Bank under this Section are in addition to other rights and remedies (including, without limitation, other rights of Notes, each as of a recent date, and shall promptly furnish Acquiror with such additional information (including but not limited to updated lists of Noteholders, mailing labels, security position listings and nonset-objecting beneficial owners listsoff) and such other assistance as Acquiror or its agents which the Banks may reasonably require in communicating the Debt Offer to the record and beneficial holders of Noteshave.

Senior Subordinated Notes. (a) At or prior to the Effective Time, the Company, Holding and Acquiror will take all actions as may be necessary to (i) repurchase the aggregate principal amount of the Company's 8-7/8% Senior Subordinated Notes due 2006 (hereinafter referred to as the "NotesNOTES") that are tendered to the Company on the terms set forth in Section 8.10 of the Company Disclosure Schedule and such other customary terms and conditions as are reasonably acceptable to Acquiror and (ii) obtain the consent of holders of such principal amount of the Notes outstanding required pursuant to terms of the First Supplemental Indenture dated as of May 26, 1998 between the Company and State Street Bank and Trust Company of California, National Association, as Trustee (the "IndentureINDENTURE"), to amend the terms of the Indenture in the manner set forth in Section 8.10 of the Company Disclosure Schedule (the foregoing clauses (i) and (ii), together the "Debt OfferDEBT OFFER"). Notwithstanding the foregoing, in no event shall the Company be required to take any action that could obligate the Company to repurchase any Notes or incur any additional obligations to the holders of Notes prior to the Effective Time. (b) The Company shall waive any of the conditions to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as reasonably requested by the Acquiror, and the Company shall not, without Acquiror's prior consent, waive any material condition to the Debt Offer, make any changes to the terms and conditions of the Debt Offer set forth in Section 8.10 of the Company Disclosure Schedule or make any other material changes in the terms and conditions of the Debt Offer. Notwithstanding the immediately preceding sentence, Acquiror shall not request that the Company make any change to the terms and conditions of the Debt Offer which decreases the price per Note payable in the Debt Offer, changes the form of consideration payable in the Debt Offer (other than by adding consideration) or imposes conditions to the Debt Offer in addition to those set forth in Section 8.10 of the Company Disclosure Schedule which are materially adverse to holders of the Notes (it being agreed that a request by Acquiror that the Company waive any condition in whole or in part at any time and from time to time in its sole discretion shall not be deemed to be materially adverse to any holder of Notes), unless such change was previously approved in writing by the Special Committee or a majority of the disinterested members of the Board of Directors of the Company. (c) Promptly following the date of this Agreement, Holding, Acquiror and the Company shall prepare an offer to purchase the Notes (or portions thereof) and forms of the related letter of transmittal (the "Letter of TransmittalLETTER OF TRANSMITTAL") (collectively, the "Offer to PurchaseOFFER TO PURCHASE") and summary advertisement, as well as other information and exhibits (collectively, the "Offer DocumentsOFFER DOCUMENTS"). Holding, Acquiror and the Company shall cooperate with each other in the preparation of the Offer Documents. All mailings to the holders of Notes in connection with the Debt Offer shall be subject to the prior review, comment and reasonable approval of Acquiror. Provided that this Agreement shall not have been terminated in accordance with Section 10.1 , the Company shall, promptly after request of Acquiror (but in no event earlier than twenty calendar days after the date hereof), commence the Debt Offer and cause the Offer Documents to be mailed to the holders of the Notes as promptly as practicable following execution of this Agreement. The Company, Holding and Acquiror agree promptly to correct any information in the Offer Documents that shall be or have become false or misleading in any material respect. (d) In connection with the Debt Offer, if requested by Acquiror, the Company shall promptly furnish Acquiror with security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the beneficial owners and/or record holders of Notes, each as of a recent date, and shall promptly furnish Acquiror with such additional information (including but not limited to updated lists of Noteholders, mailing labels, security position listings and non-objecting beneficial owners lists) and such other assistance as Acquiror or its agents may reasonably require in communicating the Debt Offer to the record and beneficial holders of Notes.

Senior Subordinated Notes. (a) At or prior Prior to the Effective TimeClosing Date, the Company, Holding and Acquiror Company will take all actions as may be necessary to (i) repurchase the aggregate principal amount give notice of the Company's 8-7/8% Senior Subordinated Notes due 2006 (hereinafter referred to as the "Notes") that are tendered Redemption to the Company on trustee under the terms Senior Subordinated Notes Indenture and each holder of the Senior Subordinated Notes as set forth in Section 8.10 of the Company Disclosure Schedule and such other customary terms and conditions as are reasonably acceptable to Acquiror and (ii) obtain the consent of holders of such principal amount of the Notes outstanding required pursuant to terms of the First Supplemental Indenture dated as of May 26, 1998 between the Company and State Street Bank and Trust Company of California, National Association, as Trustee (the "Indenture"9.10(b), to amend the terms of the Indenture in the manner set forth in Section 8.10 of the Company Disclosure Schedule (the foregoing clauses (i) and (ii), together the "Debt Offer"). Notwithstanding the foregoing, in no event shall the Company be required to take any action that could obligate the Company to repurchase any Notes or incur any additional obligations to the holders of Notes prior to the Effective Time. (b) The At the Closing, the Company shall waive any will effect a covenant defeasance (as defined in the Senior Subordinated Notes Indenture) (the "SUBORDINATED DEBT DEFEASANCE") with respect to all of the conditions outstanding Senior Subordinated Notes (the "SUBORDINATED DEFEASED DEBT"), in accordance with Article 8 of the Senior Subordinated Notes Indenture; PROVIDED that New LP will (and Cellco will cause New LP to) deposit or cause to be deposited at the Debt Offer and make any other changes Closing with a trustee (as specified in the terms and conditions Senior Subordinated Notes Indenture) as trust funds in trust for the benefit of holders of the Subordinated Defeased Debt, cash or U.S. Government Obligations (as defined in the Senior Subordinated Notes Indenture) sufficient in amount to enable the Company to effect the Subordinated Debt Offer as reasonably requested Defeasance and to pay all reasonable costs and expenses in connection therewith (such costs and expenses to be approved by the AcquirorNew LP (such approval not to be unreasonably withheld)), and the Company Subordinated Debt Defeasance shall not, without Acquiror's prior consent, waive any material condition to the Debt Offer, make any changes to the terms be effected in such manner as New LP may reasonably direct. The parties acknowledge that New LP hereby assumes and conditions is responsible for all payments in respect of the Debt Offer set forth in Section 8.10 of Subordinated Defeased Debt, and the Company Disclosure Schedule or make any other material changes in the terms cash and conditions of the Debt Offer. Notwithstanding the immediately preceding sentence, Acquiror U.S. Government Obligations shall not request that the Company make any change to the terms and conditions of the Debt Offer which decreases the price per Note payable in the Debt Offer, changes the form of consideration payable in the Debt Offer (other than by adding consideration) or imposes conditions to the Debt Offer in addition to those set forth in Section 8.10 of the Company Disclosure Schedule which are materially adverse to holders of the Notes (it being agreed that a request by Acquiror that the Company waive any condition in whole or in part at any time and from time to time in its sole discretion shall not be deemed to be materially adverse to owned by New LP. In the event that the cash or U.S. Government Obligations or any holder of Notes), unless such change was previously approved in writing payments thereon are returned by the Special Committee trustee, the Company shall promptly deliver such obligations or a majority of the disinterested members of the Board of Directors of the Companypayments to New LP. (c) Promptly On the later of (i) the first business day following the date of this AgreementClosing Date and (ii) July 15, Holding, Acquiror and 2002 (as the Company shall prepare an offer to purchase the Notes (or portions thereof) and forms of the related letter of transmittal (the "Letter of Transmittal") (collectivelycase may be, the "Offer to PurchaseSUBORDINATED NOTES REDEMPTION DATE") and summary advertisement, as well as other information and exhibits (collectively), the Senior Subordinated Notes shall be redeemed pursuant to the Senior Subordinated Notes Redemption."Offer Documents") 4. Holding, Acquiror and the Company shall cooperate with each other in the preparation AMENDMENT OF SECTION 2.05. Section 2.05 of the Offer Documents. All mailings to the holders Agreement is amended as follows: (i) The first sentence of Notes clause (b) is amended by deleting "Immediately prior to" and inserting "At the" in connection with the Debt Offer shall be subject to the prior review, comment and reasonable approval of Acquiror. Provided that this Agreement shall not have been terminated in accordance with Section 10.1 , the Company shall, promptly after request of Acquiror (but in no event earlier than twenty calendar days after the date hereof), commence the Debt Offer and cause the Offer Documents to be mailed to the holders of the Notes as promptly as practicable following execution of this Agreement. The Company, Holding and Acquiror agree promptly to correct any information in the Offer Documents that shall be or have become false or misleading in any material respectits place. (dii) In connection Clause (c) is deleted in its entirety and replaced with the Debt Offer, if requested by Acquiror, the Company shall promptly furnish Acquiror with security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the beneficial owners and/or record holders of Notes, each as of a recent date, and shall promptly furnish Acquiror with such additional information (including but not limited to updated lists of Noteholders, mailing labels, security position listings and non-objecting beneficial owners lists) and such other assistance as Acquiror or its agents may reasonably require in communicating the Debt Offer to the record and beneficial holders of Notes.following:

Senior Subordinated Notes. (a) At or prior Company had the corporate power and authority to issue the Effective Time, Senior Subordinated Notes outstanding as of the Closing Date at the time of issuance thereof. The Senior Subordinated Notes are the legally valid and binding obligations of Company, Holding and Acquiror will take all actions enforceable against Company in accordance with their respective terms, except as may be necessary limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability. The subordination provisions of the Senior Subordinated Notes and of the Senior Subordinated Note Indenture are enforceable against the holders thereof in accordance with their respective terms and the Loans and all other monetary Obligations hereunder are and will be within clauses (a)(i) and (a)(ii) of the definition of "Permitted Indebtedness", within the definition of "Senior Indebtedness" and within clause (i) repurchase of the aggregate principal amount definition of "Designated Senior Indebtedness", in each case included in such provisions or otherwise included in the Senior Subordinated Note Indenture. The Term Loans, the Revolving Term Loans and all other monetary Obligations relating thereto or to the Revolving Term Commitments are and will be within clause (a)(i) of the definition of "Permitted Indebtedness", as defined in the Senior Subordinated Note Indenture and the Revolving Loans and all other monetary Obligations relating thereto or to the Revolving Loan Commitments, Swing Line Loans, Swing Line Loan Commitments or the Letters of Credit are and will be within clause (a)(ii) of the definition of "Permitted Indebtedness", as defined in the Senior Subordinated Note Indenture. The monetary Obligations of the Company's 8-7/8% Subsidiaries under the Loan Documents are within the definition of "Guarantor Senior Indebtedness", within the definition of "Designated Senior Indebtedness", and within clauses (a)(i) and (a)(ii) of the definition of "Permitted Indebtedness", in each case included in the subordination provisions of the Senior Subordinated Notes due 2006 (hereinafter referred to as the "Notes") that are tendered to the Company on the terms set forth in Section 8.10 and of the Company Disclosure Schedule and such other customary terms and conditions as are reasonably acceptable to Acquiror and (ii) obtain the consent of holders of such principal amount of the Notes outstanding required pursuant to terms of the First Supplemental Senior Subordinated Note Indenture dated as of May 26, 1998 between the Company and State Street Bank and Trust Company of California, National Association, as Trustee (the "Indenture"), to amend the terms of the Indenture or otherwise included in the manner set forth in Section 8.10 of the Company Disclosure Schedule Senior Subordinated Note Indenture. The Senior Subordinated Notes either (the foregoing clauses (ia) have been registered or qualified under applicable federal and (ii), together the "Debt Offer"). Notwithstanding the foregoing, in no event shall the Company be required to take any action that could obligate the Company to repurchase any Notes state securities laws or incur any additional obligations to the holders of Notes prior to the Effective Time. (b) The Company shall waive any of the conditions to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as reasonably requested by the Acquiror, and the Company shall not, without Acquiror's prior consent, waive any material condition to the Debt Offer, make any changes to the terms and conditions of the Debt Offer set forth in Section 8.10 of the Company Disclosure Schedule or make any other material changes in the terms and conditions of the Debt Offer. Notwithstanding the immediately preceding sentence, Acquiror shall not request that the Company make any change to the terms and conditions of the Debt Offer which decreases the price per Note payable in the Debt Offer, changes the form of consideration payable in the Debt Offer (other than by adding consideration) or imposes conditions to the Debt Offer in addition to those set forth in Section 8.10 of the Company Disclosure Schedule which are materially adverse to holders of the Notes (it being agreed that a request by Acquiror that the Company waive any condition in whole or in part at any time and from time to time in its sole discretion shall not be deemed to be materially adverse to any holder of Notes), unless such change was previously approved in writing by the Special Committee or a majority of the disinterested members of the Board of Directors of the Companyexempt therefrom. (c) Promptly following the date of this Agreement, Holding, Acquiror and the Company shall prepare an offer to purchase the Notes (or portions thereof) and forms of the related letter of transmittal (the "Letter of Transmittal") (collectively, the "Offer to Purchase") and summary advertisement, as well as other information and exhibits (collectively, the "Offer Documents"). Holding, Acquiror and the Company shall cooperate with each other in the preparation of the Offer Documents. All mailings to the holders of Notes in connection with the Debt Offer shall be subject to the prior review, comment and reasonable approval of Acquiror. Provided that this Agreement shall not have been terminated in accordance with Section 10.1 , the Company shall, promptly after request of Acquiror (but in no event earlier than twenty calendar days after the date hereof), commence the Debt Offer and cause the Offer Documents to be mailed to the holders of the Notes as promptly as practicable following execution of this Agreement. The Company, Holding and Acquiror agree promptly to correct any information in the Offer Documents that shall be or have become false or misleading in any material respect. (d) In connection with the Debt Offer, if requested by Acquiror, the Company shall promptly furnish Acquiror with security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the beneficial owners and/or record holders of Notes, each as of a recent date, and shall promptly furnish Acquiror with such additional information (including but not limited to updated lists of Noteholders, mailing labels, security position listings and non-objecting beneficial owners lists) and such other assistance as Acquiror or its agents may reasonably require in communicating the Debt Offer to the record and beneficial holders of Notes.

Senior Subordinated Notes. (a) At On or prior to the Effective TimeInitial Borrowing Date, the Company, Holding Borrower shall have received aggregate gross cash proceeds of $300,000,000 from the issuance of Senior Subordinated Notes. All terms and Acquiror will take all actions as may be necessary to (i) repurchase the aggregate principal amount conditions of the Company's 8-7/8% Senior Subordinated Notes due 2006 and the documentation with respect thereto (hereinafter referred to as including, without limitation, the "Notes"maturity thereof, the interest rate applicable thereto, and the required repayments with respect thereto, the covenants, events of default and subordination provisions with respect thereto, and the interest rate payable with respect thereto) that are tendered to shall be consistent with the Company on term sheet for the terms set forth in Section 8.10 of the Company Disclosure Schedule and such other customary terms and conditions as are reasonably acceptable to Acquiror and (ii) obtain the consent of holders of such principal amount of the Senior Subordinated Notes outstanding required pursuant to terms of the First Supplemental Indenture dated as of May 26, 1998 between the Company and State Street Bank and Trust Company of California, National Association, as Trustee (the "IndentureSenior Subordinated Notes Term Sheet"), to amend the terms of the Indenture in the manner set forth in Section 8.10 of the Company Disclosure Schedule (the foregoing clauses (i) and (ii), together the "Debt Offer"). Notwithstanding the foregoing, in no event shall the Company be required to take any action that could obligate the Company to repurchase any Notes or incur any additional obligations which was delivered to the holders of Notes prior Agents on or before January 24, 1997, and shall otherwise be in form and substance, and pursuant to documentation in form and substance, reasonably satisfactory to each Agent and the Effective Time. (b) The Company shall waive Required Banks. To the extent that any of the conditions to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as reasonably requested by Senior Subordinated Notes are worse, from the Acquirorperspective of the Borrower or the Banks, and than those described in the Company shall notSenior Subordinated Notes Term Sheet, without Acquiror's prior consent, waive any material condition to the Debt Offer, make any changes to the such terms and conditions shall be required to be satisfactory to each Agent. On or prior to the Initial Borrowing Date, each Bank shall have received copies of all agreements entered into, or proposed to be entered into, in respect of all of the Debt Offer set forth in Section 8.10 foregoing, certified on behalf of the Company Disclosure Schedule or make any other material changes Borrower as true and complete by an authorized officer of the Borrower, and each of the foregoing shall be in the terms and conditions of the Debt Offer. Notwithstanding the immediately preceding sentence, Acquiror shall not request that the Company make any change form delivered to the terms and conditions of the Debt Offer which decreases the price per Note payable in the Debt OfferAgents prior to January 24, 1997, with such changes the form of consideration payable in the Debt Offer (other than by adding consideration) or imposes conditions thereto as are reasonably acceptable to the Debt Offer in addition to those set forth in Section 8.10 of the Company Disclosure Schedule which are materially adverse to holders of the Notes (it being agreed that a request by Acquiror that the Company waive any condition in whole or in part at any time and from time to time in its sole discretion shall not be deemed to be materially adverse to any holder of Notes), unless such change was previously approved in writing by the Special Committee or a majority of the disinterested members of the Board of Directors of the CompanyAgents. (cb) Promptly following On or prior to the date of this Agreement, Holding, Acquiror and the Company shall prepare an offer to purchase the Notes (or portions thereof) and forms of the related letter of transmittal (the "Letter of Transmittal") (collectivelyInitial Borrowing Date, the "Offer Borrower shall have used all cash proceeds (net of any underwriting commissions, fees or other expenses) described in preceding clause (a) to Purchase") and summary advertisement, as well as other information and exhibits (collectively, the "Offer Documents"). Holding, Acquiror and the Company shall cooperate with each other in the preparation of the Offer Documents. All mailings to the holders of Notes make payments owing in connection with the Debt Offer Recapitalization Transaction before utilizing any proceeds of Loans pursuant to this Agreement for such purpose. The cash proceeds received on or prior to the Initial Borrowing Date from the Senior Subordinated Notes, when added to the cash proceeds of the Equity Contribution plus the aggregate principal amount of Tranche A Term Loans, Tranche B Term Loans and Revolving Loans incurred on the Initial Borrowing Date, shall be subject sufficient to effect the prior review, comment Recapitalization Transaction and reasonable approval of Acquiror. Provided that this Agreement shall not have been terminated to pay all fees and expenses in accordance with Section 10.1 , the Company shall, promptly after request of Acquiror (but in no event earlier than twenty calendar days after the date hereof), commence the Debt Offer and cause the Offer Documents to be mailed to the holders of the Notes as promptly as practicable following execution of this Agreement. The Company, Holding and Acquiror agree promptly to correct any information in the Offer Documents that shall be or have become false or misleading in any material respectconnection therewith. (d) In connection with the Debt Offer, if requested by Acquiror, the Company shall promptly furnish Acquiror with security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the beneficial owners and/or record holders of Notes, each as of a recent date, and shall promptly furnish Acquiror with such additional information (including but not limited to updated lists of Noteholders, mailing labels, security position listings and non-objecting beneficial owners lists) and such other assistance as Acquiror or its agents may reasonably require in communicating the Debt Offer to the record and beneficial holders of Notes.

Senior Subordinated Notes. The Administrative Agent shall have received evidence, in form and substance satisfactory to the Administrative Agent, that (ai) At at least $213,650,000 of the outstanding principal amount of the Senior Subordinated Notes shall have been (or, concurrently with the closing of this Amendment and the initial funding of the New Term Loan on the First Amendment Effective Date, will be) cancelled (i.e., such Senior Subordinated Notes are (or, concurrently with the closing of this Amendment and the initial funding of the New Term Loan on the First Amendment Effective , will be) no longer outstanding), (ii) the Company has obtained the consent of the requisite Holders (as defined in the Senior Subordinated Note Indenture) necessary to amend the Senior Subordinated Note Indenture to eliminate substantially all of the restrictive covenants and certain events of default therein, (iii) an irrevocable notice of redemption shall have been delivered by the Company with respect to the principal amount of the Senior Subordinated Notes not cancelled on or prior to the First Amendment Effective TimeDate, if any (the Company“Remaining Notes”), Holding which notice shall provide that the Company shall redeem the Remaining Notes on a date no more than 35 days after the First Amendment Effective Date and Acquiror will take (iv) either (A) a supplemental indenture to the Senior Subordinated Note Indenture eliminating substantially all actions as may be necessary to (i) repurchase the aggregate principal amount of the Company's 8-7/8% restrictive covenants and certain events of default in the Senior Subordinated Note Indenture shall have been (or, concurrently with the closing of this Amendment and the initial funding of the New Term Loan on the First Amendment Effective Date, will be) executed by the necessary parties thereto or (B) the Company shall have (or, concurrently with the closing of this Amendment and the initial funding of the New Term Loan on the First Amendment Effective Date, will have) obtained a certificate of the Trustee (as defined in the Senior Subordinated Note Indenture) substantially to the effect that the Senior Subordinated Note Indenture has been discharged and has ceased to be of further effect as to all Senior Subordinated Notes due 2006 (hereinafter referred to as issued thereunder. Without limiting the "Notes") that are tendered to the Company on the terms set forth in Section 8.10 generality of the Company Disclosure Schedule and such other customary terms and conditions as are reasonably acceptable to Acquiror and (ii) obtain the consent provisions of holders of such principal amount Section 9.04 of the Notes outstanding Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 3, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or is otherwise satisfied with, each document or other matter required pursuant hereunder or thereunder to terms of be consented to or approved by or acceptable or satisfactory to a Lender unless the First Supplemental Indenture dated as of May 26, 1998 between the Company and State Street Bank and Trust Company of California, National Association, as Trustee (the "Indenture"), to amend the terms of the Indenture in the manner set forth in Section 8.10 of the Company Disclosure Schedule (the foregoing clauses (i) and (ii), together the "Debt Offer"). Notwithstanding the foregoing, in no event Administrative Agent shall the Company be required to take any action that could obligate the Company to repurchase any Notes or incur any additional obligations to the holders of Notes have received notice from such Lender prior to the proposed First Amendment Effective TimeDate specifying its objection thereto. (b) The Company shall waive any of the conditions to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as reasonably requested by the Acquiror, and the Company shall not, without Acquiror's prior consent, waive any material condition to the Debt Offer, make any changes to the terms and conditions of the Debt Offer set forth in Section 8.10 of the Company Disclosure Schedule or make any other material changes in the terms and conditions of the Debt Offer. Notwithstanding the immediately preceding sentence, Acquiror shall not request that the Company make any change to the terms and conditions of the Debt Offer which decreases the price per Note payable in the Debt Offer, changes the form of consideration payable in the Debt Offer (other than by adding consideration) or imposes conditions to the Debt Offer in addition to those set forth in Section 8.10 of the Company Disclosure Schedule which are materially adverse to holders of the Notes (it being agreed that a request by Acquiror that the Company waive any condition in whole or in part at any time and from time to time in its sole discretion shall not be deemed to be materially adverse to any holder of Notes), unless such change was previously approved in writing by the Special Committee or a majority of the disinterested members of the Board of Directors of the Company. (c) Promptly following the date of this Agreement, Holding, Acquiror and the Company shall prepare an offer to purchase the Notes (or portions thereof) and forms of the related letter of transmittal (the "Letter of Transmittal") (collectively, the "Offer to Purchase") and summary advertisement, as well as other information and exhibits (collectively, the "Offer Documents"). Holding, Acquiror and the Company shall cooperate with each other in the preparation of the Offer Documents. All mailings to the holders of Notes in connection with the Debt Offer shall be subject to the prior review, comment and reasonable approval of Acquiror. Provided that this Agreement shall not have been terminated in accordance with Section 10.1 , the Company shall, promptly after request of Acquiror (but in no event earlier than twenty calendar days after the date hereof), commence the Debt Offer and cause the Offer Documents to be mailed to the holders of the Notes as promptly as practicable following execution of this Agreement. The Company, Holding and Acquiror agree promptly to correct any information in the Offer Documents that shall be or have become false or misleading in any material respect. (d) In connection with the Debt Offer, if requested by Acquiror, the Company shall promptly furnish Acquiror with security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the beneficial owners and/or record holders of Notes, each as of a recent date, and shall promptly furnish Acquiror with such additional information (including but not limited to updated lists of Noteholders, mailing labels, security position listings and non-objecting beneficial owners lists) and such other assistance as Acquiror or its agents may reasonably require in communicating the Debt Offer to the record and beneficial holders of Notes.

Senior Subordinated Notes. Company had the corporate power and authority to issue the Senior Subordinated Notes outstanding as of the Closing Date at the time of issuance thereof and has the corporate power and authority to issue the Senior Subordinated Notes described in clause (aii) At or prior to of the Effective Timedefinition thereof. The Senior Subordinated Notes are, and the Senior Subordinated Notes described in clause (ii) of the definition thereof, when issued and paid for, will be, the legally valid and binding obligations of Company, Holding and Acquiror will take all actions enforceable against Company in accordance with their respective terms, except as may be necessary limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability. The subordination provisions of the Senior Subordinated Notes and of the Senior Subordinated Note Indenture are, and the subordination provisions of the Senior Subordinated Notes described in clause (ii) of the definition thereof, when such Senior Subordinated Notes are issued and paid for, will be, enforceable against the holders thereof in accordance with their respective terms and the Loans and all other monetary Obligations hereunder are and will be within clauses (a)(i) and (a)(ii) of the definition of "Permitted Indebtedness", within the definition of "Senior Indebtedness" 102 110 and within clause (i) repurchase of the aggregate principal amount definition of "Designated Senior Indebtedness", in each case included in such provisions or otherwise included in the Senior Subordinated Note Indenture. The Term Loans, the Revolving Term Loans and all other monetary Obligations relating thereto or to the Revolving Term Commitments are and will be within clause (a)(i) of the definition of "Permitted Indebtedness", as defined in the Senior Subordinated Note Indenture and the Revolving Loans and all other monetary Obligations relating thereto or to the Revolving Loan Commitments, Swing Line Loans, Swing Line Loan Commitments or the Letters of Credit are and will be within clause (a)(ii) of the definition of "Permitted Indebtedness", as defined in the Senior Subordinated Note Indenture. The monetary Obligations of the Company's 8-7/8% Subsidiaries under the Loan Documents are within the definition of "Guarantor Senior Indebtedness", within the definition of "Designated Senior Indebtedness", and within clauses (a)(i) and (a)(ii) of the definition of "Permitted Indebtedness", in each case included in the subordination provisions of the Senior Subordinated Notes due 2006 (hereinafter referred to as the "Notes") that are tendered to the Company on the terms set forth in Section 8.10 and of the Company Disclosure Schedule and such other customary terms and conditions as are reasonably acceptable to Acquiror and (ii) obtain the consent of holders of such principal amount of the Notes outstanding required pursuant to terms of the First Supplemental Senior Subordinated Note Indenture dated as of May 26, 1998 between the Company and State Street Bank and Trust Company of California, National Association, as Trustee (the "Indenture"), to amend the terms of the Indenture or otherwise included in the manner set forth in Section 8.10 of the Company Disclosure Schedule Senior Subordinated Note Indenture. The Senior Subordinated Notes either (the foregoing clauses (ia) have been registered or qualified under applicable federal and (ii), together the "Debt Offer"). Notwithstanding the foregoing, in no event shall the Company be required to take any action that could obligate the Company to repurchase any Notes state securities laws or incur any additional obligations to the holders of Notes prior to the Effective Time. (b) The Company shall waive any of the conditions to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as reasonably requested by the Acquiror, and the Company shall not, without Acquiror's prior consent, waive any material condition to the Debt Offer, make any changes to the terms and conditions of the Debt Offer set forth in Section 8.10 of the Company Disclosure Schedule or make any other material changes in the terms and conditions of the Debt Offer. Notwithstanding the immediately preceding sentence, Acquiror shall not request that the Company make any change to the terms and conditions of the Debt Offer which decreases the price per Note payable in the Debt Offer, changes the form of consideration payable in the Debt Offer (other than by adding consideration) or imposes conditions to the Debt Offer in addition to those set forth in Section 8.10 of the Company Disclosure Schedule which are materially adverse to holders of the Notes (it being agreed that a request by Acquiror that the Company waive any condition in whole or in part at any time and from time to time in its sole discretion shall not be deemed to be materially adverse to any holder of Notes), unless such change was previously approved in writing by the Special Committee or a majority of the disinterested members of the Board of Directors of the Companyexempt therefrom. (c) Promptly following the date of this Agreement, Holding, Acquiror and the Company shall prepare an offer to purchase the Notes (or portions thereof) and forms of the related letter of transmittal (the "Letter of Transmittal") (collectively, the "Offer to Purchase") and summary advertisement, as well as other information and exhibits (collectively, the "Offer Documents"). Holding, Acquiror and the Company shall cooperate with each other in the preparation of the Offer Documents. All mailings to the holders of Notes in connection with the Debt Offer shall be subject to the prior review, comment and reasonable approval of Acquiror. Provided that this Agreement shall not have been terminated in accordance with Section 10.1 , the Company shall, promptly after request of Acquiror (but in no event earlier than twenty calendar days after the date hereof), commence the Debt Offer and cause the Offer Documents to be mailed to the holders of the Notes as promptly as practicable following execution of this Agreement. The Company, Holding and Acquiror agree promptly to correct any information in the Offer Documents that shall be or have become false or misleading in any material respect. (d) In connection with the Debt Offer, if requested by Acquiror, the Company shall promptly furnish Acquiror with security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the beneficial owners and/or record holders of Notes, each as of a recent date, and shall promptly furnish Acquiror with such additional information (including but not limited to updated lists of Noteholders, mailing labels, security position listings and non-objecting beneficial owners lists) and such other assistance as Acquiror or its agents may reasonably require in communicating the Debt Offer to the record and beneficial holders of Notes.

Senior Subordinated Notes. (a) Subject to Section 5.17, the Company intends to use a portion of the net proceeds of the IPO as described under “Use of Proceeds” in the Final Prospectus (without giving effect to the exercise of the underwriters’ option to purchase additional shares of Common Stock) to redeem a portion of the outstanding principal plus accrued but unpaid interest on the Senior Subordinated Notes pursuant to Section 3.07 of the Indenture (the “Senior Subordinated Note Redemption”). If less than all of the outstanding principal plus accrued but unpaid interest on the Senior Subordinated Notes are to be redeemed pursuant to the Senior Subordinated Note Redemption, then (i) the portion thereof to be redeemed shall be subject to the mutual agreement of the Company and the holders of a majority in principal amount of the outstanding Senior Subordinated Notes not later than the time of printing of the preliminary prospectus included in the Registration Statement for use in the Company’s road show presentation (the “Preliminary Prospectus”) and (ii) the Senior Subordinated Notes shall be redeemed on a pro rata basis. Notwithstanding anything to the contrary in this Section 1.2(a), the rights of the Company and the holders of a majority in principal of the Senior Subordinated Notes to reach a mutual agreement regarding the redemption of a portion of the Senior Subordinated Notes pursuant to clause (i) above shall not be deemed to permit the amendment by such Parties of any other express provision of this Agreement. (b) At or prior to the Effective TimeRecapitalization Closing (as defined below), subject to Section 5.17 and notwithstanding anything to the Companycontrary in the Indenture, Holding and Acquiror each Senior Subordinated Noteholder will take tender to the designated depositary through the facilities of DTC all actions as may be necessary to (i) repurchase the aggregate principal amount of the Company's 8-7/8% Senior Subordinated Notes due 2006 then held by such Senior Subordinated Noteholder that have not been called for redemption or redeemed pursuant to the Senior Subordinated Note Redemption (hereinafter referred the “Exchangeable Senior Subordinated Notes”) in exchange for a number of shares of Common Stock equal to the quotient of (x) 100% of the outstanding principal of the Exchangeable Senior Subordinated Notes plus all accrued but unpaid interest thereon as of the "Notes"date immediately preceding the Recapitalization Closing divided by (y) the IPO Price (as defined below); provided, however, that for a period of 40 days following the consummation of the IPO, the Company shall be entitled to delay the issuance of the number of shares of Common Stock issuable pursuant to this Section 1.2(b) that are tendered is equal to the Company on number of shares of Common Stock subject to the terms underwriters’ option to purchase additional shares of Common Stock as set forth in Section 8.10 the Final Prospectus and, in lieu of such issuance, shall repay a portion of the Company Disclosure Schedule and such other customary terms and conditions as are reasonably acceptable Exchangeable Senior Subordinated Notes (pro rata among the holders thereof) in cash in an aggregate amount equal to Acquiror and (ii) obtain 100% of the consent of holders principal of such principal amount Senior Subordinated Notes plus all accrued but unpaid interest thereon as of the Notes outstanding required pursuant to terms date immediately preceding the Recapitalization Closing with the net proceeds, if any, of the First Supplemental Indenture dated as of May 26, 1998 between the Company and State Street Bank and Trust Company of California, National Association, as Trustee (the "Indenture"), to amend the terms exercise of the Indenture in underwriters’ option to purchase additional shares of Common Stock. For purposes of this Agreement, the manner set forth in Section 8.10 of the Company Disclosure Schedule (the foregoing clauses (i) and (ii), together the "Debt Offer"). Notwithstanding the foregoing, in no event shall the Company be required to take any action that could obligate the Company to repurchase any Notes or incur any additional obligations to the holders of Notes prior to the Effective Time. (b) The Company shall waive any of the conditions to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as reasonably requested by the Acquiror, and the Company shall not, without Acquiror's prior consent, waive any material condition to the Debt Offer, make any changes to the terms and conditions of the Debt Offer set forth in Section 8.10 of the Company Disclosure Schedule or make any other material changes in the terms and conditions of the Debt Offer. Notwithstanding the immediately preceding sentence, Acquiror shall not request that the Company make any change to the terms and conditions of the Debt Offer which decreases “IPO Price” means the price per Note payable share of Common Stock to the public in the Debt Offer, changes the form of consideration payable in the Debt Offer (other than by adding consideration) or imposes conditions to the Debt Offer in addition to those set forth in Section 8.10 of the Company Disclosure Schedule which are materially adverse to holders of the Notes (it being agreed that a request by Acquiror that the Company waive any condition in whole or in part at any time and from time to time in its sole discretion shall not be deemed to be materially adverse to any holder of Notes), unless such change was previously approved in writing by the Special Committee or a majority of the disinterested members of the Board of Directors of the CompanyIPO. (c) Promptly following Each Senior Subordinated Noteholder hereby (i) waives the requirement of Section 3.03 of the Indenture that notice of the Senior Subordinated Note Redemption be provided at least 30 days prior to the date of the Senior Subordinated Note Redemption, and (ii) waives compliance by the Company with any term, covenant, default, event of default, provision or condition of the Indenture that would conflict with, be violated by or occur by reason of the consummation of the IPO, the Merger, the Recapitalization or the transactions contemplated by this Agreement. (d) As soon as practicable after the execution and delivery of this Agreement, Holding, Acquiror and the Company shall prepare an offer will deliver to purchase the each record holder of Senior Subordinated Notes (or portions thereof) and forms a notice of redemption pursuant to Section 3.03 of the related letter Indenture, including instructions for effecting the surrender of transmittal (the "Letter of Transmittal") (collectively, the "Offer to Purchase") and summary advertisement, as well as other information and exhibits (collectively, the "Offer Documents"). Holding, Acquiror and the Company shall cooperate with each other in the preparation of the Offer Documents. All mailings to the holders of such Senior Subordinated Notes in connection with the Debt Offer shall be subject Senior Subordinated Note Redemption and a letter of transmittal and instructions for effecting the surrender of Exchangeable Senior Subordinated Notes. Notwithstanding anything to the prior reviewcontrary in the Indenture, comment and reasonable approval interest will cease to accrue on the Senior Subordinated Notes as of Acquiror. Provided that the date immediately preceding the Recapitalization Closing if the transactions contemplated by this Agreement shall not have been terminated in accordance with Section 10.1 , the Company shall, promptly after request of Acquiror (but in no event earlier than twenty calendar days after the date hereof), commence the Debt Offer and cause the Offer Documents to be mailed to the holders of the Notes as promptly as practicable following execution of this Agreement. The Company, Holding and Acquiror agree promptly to correct any information in the Offer Documents that shall be or have become false or misleading in any material respectare consummated. (d) In connection with the Debt Offer, if requested by Acquiror, the Company shall promptly furnish Acquiror with security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the beneficial owners and/or record holders of Notes, each as of a recent date, and shall promptly furnish Acquiror with such additional information (including but not limited to updated lists of Noteholders, mailing labels, security position listings and non-objecting beneficial owners lists) and such other assistance as Acquiror or its agents may reasonably require in communicating the Debt Offer to the record and beneficial holders of Notes.

Senior Subordinated Notes. (a) At or prior to the Effective TimeRecapitalization Closing, notwithstanding anything to the Companycontrary in the Indenture, Holding each Senior Subordinated Note Holder will deliver all Senior Subordinated Notes then held by such Senior Subordinated Note Holder in exchange for such holder’s Pro Rata Share of the cash (if any), RAME Common Stock and Acquiror will take all actions as may be necessary RAME Warrants (if any) comprising the Senior Subordinated Note Holder Payoff Amount to either (i) repurchase the aggregate principal amount designated depositary through the facilities of DTC by instructing its DTC participant or participants not later than the Company's 8-7/8% close of business on the second Business Day prior to the Recapitalization Closing to tender such Senior Subordinated Notes due 2006 (hereinafter referred to as electronically through the "Notes") that are tendered to the Company on the terms set forth in Section 8.10 of the Company Disclosure Schedule and such other customary terms and conditions as are reasonably acceptable to Acquiror and Automated Tender Offer Program instituted by DTC or (ii) obtain the consent of holders of such principal amount of the Notes outstanding required pursuant to terms of the First Supplemental Indenture dated as of May 26, 1998 between the Company and State Street Bank and Trust Company of California, National Association, (but only if the Senior Subordinated Notes are represented by Definitive Notes (as Trustee (the "Indenture"), to amend the terms of the Indenture defined in the manner set forth in Section 8.10 of the Company Disclosure Schedule (the foregoing clauses (i) and (iiIndenture), together the "Debt Offer"). Notwithstanding the foregoing, in no event shall the Company The Senior Subordinated Note Payoff Amount will be required to take any action that could obligate the Company to repurchase any Notes or incur any additional obligations paid and delivered to the holders of Notes prior to the Effective Time. (b) The Company shall waive any of the conditions to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as reasonably requested by the Acquiror, and the Company shall not, without Acquiror's prior consent, waive any material condition to the Debt Offer, make any changes Senior Subordinated Note Holders pursuant to the terms and conditions of the Debt Offer set forth in Section 8.10 Merger Agreement. (b) Each Senior Subordinated Note Holder hereby waives compliance by the Company with any term, covenant, default, event of default, provision or condition of the Company Disclosure Schedule Indenture that would conflict with, be violated by or make any other material changes in the terms and conditions occur by reason of the Debt Offer. Notwithstanding the immediately preceding sentence, Acquiror shall not request that the Company make any change to the terms and conditions consummation of the Debt Offer which decreases Merger, the price per Note payable in SLPH Merger, the Debt Offer, changes Recapitalization or the form of consideration payable in transactions contemplated by this Agreement or the Debt Offer (other than by adding consideration) or imposes conditions to the Debt Offer in addition to those set forth in Section 8.10 of the Company Disclosure Schedule which are materially adverse to holders of the Notes (it being agreed that a request by Acquiror that the Company waive any condition in whole or in part at any time and from time to time in its sole discretion shall not be deemed to be materially adverse to any holder of Notes), unless such change was previously approved in writing by the Special Committee or a majority of the disinterested members of the Board of Directors of the CompanyMerger Agreement. (c) Promptly following As soon as practicable after the date execution and delivery of this Agreement, Holding, Acquiror the Company will deliver to each record holder of Senior Subordinated Notes instructions for effecting the surrender of such Senior Subordinated Notes pursuant to this Agreement and the Company shall prepare an offer Merger Agreement. Notwithstanding anything to purchase the contrary in the Indenture, interest will cease to accrue on the Senior Subordinated Notes (or portions thereof) and forms as of the related letter of transmittal (date immediately preceding the "Letter of Transmittal") (collectively, Recapitalization Closing if the "Offer to Purchase") and summary advertisement, as well as other information and exhibits (collectively, the "Offer Documents"). Holding, Acquiror and the Company shall cooperate with each other in the preparation of the Offer Documents. All mailings to the holders of Notes in connection with the Debt Offer shall be subject to the prior review, comment and reasonable approval of Acquiror. Provided that transactions contemplated by this Agreement shall not have been terminated in accordance with Section 10.1 , the Company shall, promptly after request of Acquiror (but in no event earlier than twenty calendar days after the date hereof), commence the Debt Offer and cause the Offer Documents to be mailed to the holders of the Notes as promptly as practicable following execution of this Agreement. The Company, Holding and Acquiror agree promptly to correct any information in the Offer Documents that shall be or have become false or misleading in any material respectare consummated. (d) In connection with The Senior Subordinated Note Holders hereby agree that at any time prior to the Debt Offer, if requested by AcquirorRecapitalization Closing, the Company shall promptly furnish Acquiror be entitled, upon delivery of an authentication order in accordance with security position listingsSection 2.02 of the Indenture to the trustee under the Indenture (the “Trustee”), any non-objecting to exchange all Global Notes (as defined in the Indenture) representing all then outstanding principal plus accrued but unpaid interest on the Senior Subordinated Notes for Definitive Notes (as defined in the Indenture) in an aggregate amount equal to such outstanding principal plus accrued but unpaid interest. Definitive Notes issued in exchange for beneficial owner lists and any available listings or computer files containing the interests in Global Notes shall be registered in such names and addresses in such denominations as the Senior Subordinated Note Holders shall instruct the Company shall be delivered to the persons in whose names such Definitive Notes are registered. As soon as practicable after any such exchange, the Company will deliver to the holders of such Definitive Notes a letter of transmittal and instructions for effecting the surrender of such Definitive Notes pursuant to this Agreement and the Merger Agreement. In addition, the Company shall be entitled, upon delivery of an authentication order in accordance with Section 2.02 of the beneficial owners and/or record holders of Notes, each as of a recent date, and shall promptly furnish Acquiror with such additional information (including but not limited to updated lists of Noteholders, mailing labels, security position listings and non-objecting beneficial owners lists) and such other assistance as Acquiror or its agents may reasonably require in communicating the Debt Offer Indenture to the record and beneficial holders Trustee, to issue any PIK Notes required to be issued prior to the Recapitalization Closing in the form of Definitive Notes.