NOTE PURCHASE AGREEMENT

EXHIBIT 10.17

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SEI INVESTMENTS COMPANY





$20,000,000 7.20% Senior Notes, Series A,
due February 24, 2007


and


$15,000,000 7.27% Senior Notes, Series B,
due February 24, 2012





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NOTE PURCHASE AGREEMENT

----------------





Dated as of February 24, 1997







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TABLE OF CONTENTS

SECTION HEADING PAGE

SECTION 1. AUTHORIZATION OF NOTES.....................................1



SECTION 2. SALE AND PURCHASE OF NOTES.................................1



SECTION 3. CLOSING....................................................2



SECTION 4. CONDITIONS TO CLOSING......................................2

Section 4.1. Representations and Warranties.........................2
Section 4.2. Performance; No Default................................2
Section 4.3. Compliance Certificates................................2
Section 4.4. Opinions of Counsel....................................3
Section 4.5. Purchase Permitted by Applicable Law, etc..............3
Section 4.6. Sale of Other Notes....................................3
Section 4.7. Payment of Special Counsel Fees........................3
Section 4.8. Private Placement Number...............................3
Section 4.9. Changes in Corporate Structure.........................3
Section 4.10. Proceedings and Documents..............................3


SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.............4

Section 5.1. Organization; Power and Authority.....................4
Section 5.2. Authorization, Etc....................................4
Section 5.3. Disclosure............................................4
Section 5.4. Organization and Ownership of Shares of
Subsidiaries; Affiliates.............................5
Section 5.5. Financial Statements..................................5
Section 5.6. Compliance with Laws, Other Instruments, etc..........5
Section 5.7. Governmental Authorizations, etc......................6
Section 5.8. Litigation; Observance of Statutes and Orders.........6
Section 5.9. Taxes.................................................6
Section 5.10. Title to Property; Leases.............................6
Section 5.11. Licenses, Permits, etc................................7
Section 5.12. Compliance with ERISA.................................7
Section 5.13. Private Offering by the Company.......................8
Section 5.14. Use of Proceeds; Margin Regulations...................8
Section 5.15. Existing Debt.........................................8
Section 5.16. Foreign Assets Control Regulations, etc...............8
Section 5.17. Status under Certain Statutes.........................9

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SECTION 6. REPRESENTATIONS OF THE PURCHASER..........................9

Section 6.1. Purchase for Investment...............................9
Section 6.2. Source of Funds.......................................9


SECTION 7. INFORMATION AS TO COMPANY................................10

Section 7.1. Financial and Business Information...................10
Section 7.2. Officer's Certificate................................13
Section 7.3. Inspection...........................................13


SECTION 8. PREPAYMENT OF THE NOTES..................................14

Section 8.1. Required Prepayments.................................14
Section 8.2. Optional Prepayments with Make-Whole Amount..........14
Section 8.3. Allocation of Partial Prepayments....................15
Section 8.4. Prepayment upon Change in Control....................15
Section 8.5. Maturity; Surrender, Etc.............................17
Section 8.6. Purchase of Notes....................................17
Section 8.7. Make-Whole Amount....................................18


SECTION 9. AFFIRMATIVE COVENANTS....................................19

Section 9.1. Compliance with Law..................................19
Section 9.2. Insurance............................................19
Section 9.3. Maintenance of Properties............................20
Section 9.4. Payment of Taxes.....................................20
Section 9.5. Corporate Existence, Etc.............................20


SECTION 10. NEGATIVE COVENANTS.......................................20

Section 10.1. Fixed Charges Coverage Ratio.........................20
Section 10.2. Limitations on Debt..................................21
Section 10.3. Consolidated Net Worth...............................22
Section 10.4. Mergers, Consolidations and Sales of Assets..........22
Section 10.5. Limitation on Liens..................................26
Section 10.6. Investments..........................................28
Section 10.7. Changes in Status of Subsidiaries....................29
Section 10.8. Transactions with Affiliates.........................30


SECTION 11. EVENTS OF DEFAULT........................................30



SECTION 12. REMEDIES ON DEFAULT, ETC.................................32

Section 12.1. Acceleration.........................................32
Section 12.2. Other Remedies.......................................33
Section 12.3. Rescission...........................................33
Section 12.4. No Waivers or Election of Remedies, Expenses, Etc....34

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SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES............34

Section 13.1. Registration of Notes................................34
Section 13.2. Transfer and Exchange of Notes.......................34
Section 13.3. Replacement of Notes.................................35

SECTION 14. PAYMENTS ON NOTES.......................................35

Section 14.1. Place of Payment....................................35
Section 14.2. Home Office Payment.................................35


SECTION 15. EXPENSES, ETC...........................................36

Section 15.1. Transaction Expenses................................36
Section 15.2. Survival............................................36


SECTION 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
ENTIRE AGREEMENT........................................36

SECTION 17. AMENDMENT AND WAIVER....................................37

Section 17.1. Requirements.......................................37
Section 17.2. Solicitation of Holders of Notes...................37
Section 17.3. Binding Effect, Etc................................37
Section 17.4. Notes Held by Company, Etc.........................38


SECTION 18. NOTICES.................................................38

SECTION 19. REPRODUCTION OF DOCUMENTS...............................38

SECTION 20. CONFIDENTIAL INFORMATION................................39

SECTION 21. SUBSTITUTION OF PURCHASER...............................30

SECTION 22. MISCELLANEOUS...........................................40

Section 22.1. Successors and Assigns.............................40
Section 22.2. Payments Due on Non-Business Days..................40
Section 22.3. Severability.......................................40
Section 22.4. Construction.......................................40
Section 22.5. Counterparts.......................................41
Section 22.6. Governing Law......................................41

74

SEI Investments Company
Oaks, Pennsylvania 19456

7.20% Senior Notes, Series A, due February 24, 2007
and

7.27% Senior Notes, Series B, due February 24, 2012



as of February 24, 1997
TO THE PURCHASERS LISTED IN
THE ATTACHED SCHEDULE A:


Ladies and Gentlemen:

SEI INVESTMENTS COMPANY, a Pennsylvania corporation (the "Company"), agrees with
the Purchasers named on Schedule A to this Agreement (the "Purchasers") as
follows:

Section 1. Authorization of Notes.

The Company will authorize the issue and sale of $20,000,000 aggregate principal
amount of its 7.20% Senior Notes, Series A, due February 24, 2007 (the "Series A
Notes", such term to include any such notes of such series issued in
substitution therefor pursuant to Section 13 of this Agreement) and $15,000,000
aggregate principal amount of its 7.27% Senior Notes, Series B, due February 24,
2012 (the "Series B Notes", such term to include any such notes of such series
issued in substitution therefor pursuant to Section 13 of this Agreement; the
Series A Notes and Series B Notes are hereinafter collectively referred to as
the "Notes"). The Series A Notes shall be substantially in the form set out in
Exhibit 1-A, and the Series B Notes shall be substantially in the form set out
in Exhibit 1-B, in each case, with such changes therefrom, if any, as may be
approved by each of the Purchasers and the Company. Certain capitalized terms
used in this Agreement are defined in Schedule B; references to a "Schedule" or
an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit
attached to this Agreement.

Section 2. Sale and Purchase of Notes.

Subject to the terms and conditions of this Agreement, the Company will issue
and sell to each Purchaser and such Purchaser will purchase from the Company, at
the Closing provided for in Section 3, Notes in the principal amount specified
opposite such Purchaser's name in Schedule A at the purchase price of 100% of
the principal amount thereof. The obligations of the each of the Purchasers
under the this Agreement are several and not joint obligations and no Purchaser
shall have any obligation under this Agreement nor any liability to any Person
for the performance or nonperformance by any other Purchaser hereunder.

Section 3. Closing.

The sale and purchase of the Notes to be purchased by the Purchasers shall occur
at the offices of Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois
60603, at 10:00 a.m., Chicago time, at a closing (the "Closing") on February 24,
1997 or on such other Business Day thereafter on or prior to March 15, 1997 as
may be agreed upon by the Company and each of the Purchasers. At the Closing the
Company will deliver to each Purchaser the Notes to be purchased by such
Purchaser in the form of a single Note of each series to be purchased by such
Purchaser (or such greater number of Notes in denominations of at least
$3,000,000 as such Purchaser may request) dated the date of the Closing and
registered in such Purchaser's name (or in the name of its nominee), against
delivery by such Purchaser to the Company or its order of immediately available
funds in the amount of the purchase price therefor by wire transfer of
immediately available funds for the account of the Company to account number
2001-0687 at CoreStates Bank, N.A., Philadelphia, Pennsylvania, ABA # 031000011.
If at the Closing the Company shall fail to tender such Notes to any Purchaser
as provided above in this Section 3, or any of the conditions specified in
Section 4 shall not have been fulfilled to any Purchaser's satisfaction, such
Purchaser shall, at its election, be relieved of all further obligations under
this Agreement, without thereby waiving any rights it may have by reason of such
failure or such nonfulfillment.

Section 4. Conditions to Closing.

75

Each Purchaser's obligation to purchase and pay for the Notes to be sold to such
Purchaser at the Closing is subject to the fulfillment to such Purchaser's
satisfaction, prior to or at the Closing, of the following conditions:

Section 4.1. Representations and Warranties. The
representations and warranties of the Company in this Agreement shall
be correct at the time of the Closing.

Section 4.2. Performance; No Default. The Company
shall have performed and complied with all agreements and conditions
contained in this Agreement required to be performed or complied with
by it prior to or at the Closing and after giving effect to the issue
and sale of the Notes (and the application of the proceeds thereof as
contemplated by Schedule 5.14) no Default or Event of Default s hall
have occurred and be continuing.

Section 4.3. Compliance Certificates.
(a) Officer's Certificate. The Company shall have
delivered to such Purchaser an Officer's Certificate, dated the date of the
Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9
have been fulfilled.

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

Section 4.4. Opinions of Counsel. Such Purchaser
shall have received opinions in form and substance satisfactory to such
Purchaser, dated the date of the Closing (a) from Morgan, Lewis &
Bockius LLP, counsel for the Company, covering the matters set forth in
Exhibit 4.4(a) and covering such other matters incident to the
transactions contemplated hereby as such Purchaser or its counsel may
reasonably request (and the Company hereby instructs its counsel to
deliver such opinion to such Purchaser) and (b) from Chapman and
Cutler, Purchasers' special counsel in connection with such
transactions, substantially in the form set forth in Exhibit 4.4(b) and
covering such other matters incident to such transactions as such
Purchaser may reasonably re quest.

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

Section 4.6. Sale of Other Notes. Contemporaneously
with the Closing the Company shall sell to each of the Purchasers and
each of the Purchasers shall purchase the Notes to be purchased by it
at the Closing as specified in Schedule A.

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

Section 4.8. Private Placement Number. A Private
Placement Number issued by Standard & Poor's CUSIP Service Bureau (in
cooperation with the Securities Valuation Office of the National
Association of Insurance Commissioners) shall have been obtained for
each series of the Notes.

Section 4.9. Changes in Corporate Structure. Except
as specified in Schedule 4.9, the Company shall not have changed its
jurisdiction of incorporation or been a party to any merger or

76

consolidation and shall not have succeeded to all or any substantial
part of the liabilities of any other entity, at any time following the
date of the most recent financial statements referred to in Schedule
5.5.
Section 4.10. Proceedings and Documents. All
corporate and other proceedings in connection with the transactions
contemplated by this Agreement and all documents and instruments
incident to such transactions shall be satisfactory to such Purchaser
and Purchasers' special counsel, and such Purchaser and Purchasers'
special counsel shall have received all such counterpart originals or
certified or other copies of such documents as such Purchaser or they
may reasonably request.

Notwithstanding anything herein to the contrary, all conditions to Closing
listed in this Section 4 shall be deemed satisfied or waived by each Purchaser
upon the consummation of the Closing.


Section 5. Representations and Warranties of the Company.

The Company represents and warrants to each of the Purchasers that as of
the date of the Closing:

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

Section 5.2. Authorization, Etc. This Agreement and
the Notes have been duly authorized by all necessary corporate action
on the part of the Company, and this Agreement constitutes, and upon
execution and delivery thereof each Note will constitute, a legal,
valid and binding obligation of the Company enforceable against the
Company in accordance with its terms, except as such enforceability may
be limited by (i) applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of
creditors' rights generally and (ii) general principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law).

Section 5.3. Disclosure. The Company, through its
agent, PNC Capital Markets, has delivered to each of the Purchasers a
copy of a Confidential Information Memorandum, dated November 18, 1996
(the "Memorandum"), relating to the transactions contemplated hereby.
This Agreement, the Memorandum, the documents, certificates or other
writings identified in Schedule 5.3 and the financial statements listed
in Schedule 5.5, taken as a whole, do not contain any untrue statement
of a material fact or omit to state any material fact necessary to make
the statements therein not misleading in light of the circumstances
under which they were made. Except as disclosed in the Memorandum or as
expressly described in Schedule 5.3, or in one of the documents,
certificates or other writings identified therein, or in the financial
statements listed in Schedule 5.5, since December 31, 1995, there has
been no change in the financial condition, operations, business or
properties of the Company or any of its Restricted Subsidiaries except
changes that individually or in the aggregate would not reasonably be
expected to have a Material Adverse Effect.

Section 5.4. Organization and Ownership of Shares of
Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted
therein) complete and correct lists as of the date of the Closing (i)
of the Company's Subsidiaries, showing, as to each Subsidiary, the
correct name thereof, the jurisdiction of its organization, and the
percentage of shares of each class of its capital stock or similar
equity interests outstanding owned by the Company and each other
Subsidiary, (ii) of the Company's Affiliates, other than Subsidiaries,
and (iii) of the Company's directors and senior officers. Those
Subsidiaries listed in Section 1 of Schedule 5.4 shall constitute
Restricted Subsidiaries as of the date of the Closing.

77

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

(c) Each Subsidiary identified in Schedule 5.4 is a
corporation or other legal entity duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization, and is duly
qualified as a foreign corporation or other legal entity and is in good standing
in each jurisdiction in which such qualification is required by law, other than
those jurisdictions as to which the failure to be so qualified or in good
standing could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect. Each such Subsidiary has the corporate or other
power and authority to own or hold under lease the properties it purports to own
or hold under lease and to transact the business it transacts and proposes to
transact.
(d) No Subsidiary is a party to, or otherwise subject to
any legal restriction or any agreement (other than this Agreement, the
agreements listed on Schedule 5.4 and customary limitations imposed by corporate
law statutes) restricting the ability of such Subsidiary to pay dividends out of
profits or make any other similar distributions of profits to the Company or any
of its Subsidiaries that owns outstanding shares of capital stock or similar
equity interests of such Subsidiary.

Section 5.5. Financial Statements. The Company has
delivered to each Purchaser copies of the financial statements of the
Company and its Subsidiaries listed on Schedule 5.5. All of said
financial statements (including in each case the related schedules and
notes) fairly present in all material respects the consolidated
financial position of the Company and its Subsidiaries as of the
respective dates specified in such Schedule and the consolidated
results of their operations and cash flows for the respective periods
so specified and have been prepared in accordance with GAAP
consistently applied throughout the periods involved except as set
forth in the notes thereto (subject, in the case of any interim
financial statements, to normal year-end adjustments).

Section 5.6. Compliance with Laws, Other
Instruments, etc. The execution, delivery and performance by the
Company of this Agreement and the Notes will not (i) contravene, result
in any breach of, or constitute a default under, or result in the
creation of any Lien in respect of any property of the Company or any
Restricted Subsidiary under, any indenture, mortgage, deed of trust,
loan, purchase or credit agreement, lease, corporate charter or by-
laws, or any other agreement or instrument to which the Company or any
Restricted Subsidiary is bound or by which the Company or any
Restricted Subsidiary or any of their respective properties may be
bound or affected, where such contravention, breach, default or Lien
would reasonably be expected to have a Material Adverse Effect, (ii)
conflict with or result in a breach of any of the terms, conditions or
provisions of any order, judgment, decree, or ruling of any court,
arbitrator or Governmental Authority applicable to the Company or any
Restricted Subsidiary or (iii) violate any provision of any statute or
other rule or regulation of any Governmental Authority applicable to
the Company or any Restricted Subsidiary.

Section 5.7. Governmental Authorizations, etc. No
consent, approval or authorization of, or registration, filing or
declaration with, any Governmental Authority is required in connection
with the execution, delivery or performance by the Company of this
Agreement or the Notes.

Section 5.8. Litigation; Observance of Statutes and
Orders. (a) Except as disclosed in Schedule 5.8, there are no actions,
suits or proceedings pending or, to the knowledge of the Company,
threatened against or affecting the Company or any Restricted
Subsidiary or any property of the Company or any Restricted Subsidiary
in any court or before any arbitrator of any kind or before or by any
Governmental Authority that, individually or in the aggregate, would
reasonably be expected to have a Material Adverse Effect.

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

Section 5.9. Taxes. The Company and its Restricted
Subsidiaries have filed all income tax returns that are required to
have been filed in any jurisdiction, and have paid all taxes shown to
be due and payable on such returns and all other taxes and assessments
payable by them, to the extent such taxes and assessments have becom e

78

due and payable and before they have become delinquent, except for any
taxes and assessments (i) the amount of which is not individually or in
the aggregate Material or (ii) the amount, applicability or validity of
which is currently being contested in good faith by appropriate
proceedings and with respect to which the Company or a Restricted
Subsidiary, as the case may be, has established adequate reserves in
accordance with GAAP. The Federal income tax liabilities of the Company
and its Restricted Subsidiaries have been determined by the Internal
Revenue Service and paid for all fiscal years up to and including the
fiscal year ended December 31, 1991.

Section 5.10. Title to Property; Leases. The Company
and its Restricted Subsidiaries have good and sufficient title to their
respective Material properties, including all such properties reflected
in the most recent audited balance sheet referred to in Section 5.5 or
purported to have been acquired by the Company or any Restricted
Subsidiary after said date (except as sold or otherwise disposed of in
the ordinary course of business), in each case free and clear of Liens
prohibited by Section 10.5 of this Agreement, except for those defects
in title and Liens that, individually or in the aggregate, would not
have a Material Adverse Effect. All Material leases are valid and
subsisting and are in full force and effect in all material respects.

Section 5.11. Licenses, Permits, etc. Except as
disclosed in Schedule 5.11, the Company and its Restricted Subsidiaries
own or possess all licenses, permits, franchises, authorizations,
patents, copyrights, service marks, trademarks and trade names, or
rights thereto, that are Material, without known conflict with the
rights of others, except for those conflicts that, individually or in
the aggregate, would not have a Material Adverse Effect.

Section 5.12. Compliance with ERISA. (a) The Company
and each ERISA Affiliate have operated and administered each Plan in
compliance with all applicable laws except for such instances of
noncompliance as have not resulted in and could not reasonably be
expected to result in a Material Adverse Effect. Neither the Company
nor any ERISA Affiliate has incurred any liability pursuant to Title I
or IV of ERISA or the penalty or excise tax provisions of the Code
relating to employee benefit plans (as defined in Section 3 of ERISA),
and no event, transaction or condition has occurred or exists that
would reasonably be expected to result in the incurrence of any such
liability by the Company or any ERISA Affiliate, or in the imposition
of any Lien on any of the rights, properties or assets of the Company
or any ERISA Affiliate, in either case pursuant to Title I or IV of
ERISA or to such penalty or excise tax provisions or to Section
401(a)(29) or 412 of the Code, other than such liabilities or Liens as
would not be individually or in the aggregate Material.

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

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


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

(e) The execution and delivery of this Agreement and the
issuance and sale of the Notes hereunder will not involve any transaction that
is subject to the prohibitions of section 406 of ERISA or in connection with
which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code.
The representation by the Company in the first sentence of this Section 5.12(e)
is made in reliance upon and subject to the accuracy of each of the Purchaser's
representations in Section 6.2 as to the sources of the funds to be used to pay
the purchase price of the Notes to be purchased by such Purchaser.

79

Section 5.13. Private Offering by the Company.
Neither the Company nor anyone acting on its behalf has offered the
Notes or any similar securities for sale to, or solicited any offer to
buy any of the same from, or otherwise approached or negotiated in
respect thereof with, any person other than the Purchasers and not more
than 30 other Institutional Investors, each of which has been offered
the Notes at a private sale for investment. Neither the Company or
anyone acting on its behalf has taken, nor will the Company take or
authorize or direct anyone acting on its behalf to take, any action
that would subject the issuance or sale of the Notes to the
registration requirements of Section 5 of the Securities Act.

Section 5.14. Use of Proceeds; Margin Regulations.
The Company will apply the proceeds of the sale of the Notes as set
forth in Schedule 5.14. No part of the proceeds from the sale of the
Notes hereunder will be used, directly or indirectly, for the purpose
of buying or carrying any margin stock within the meaning of Regulation
G of the Board of Governors of the Federal Reserve System (12 CFR 207),
or for the purpose of buying or carrying or trading in any securities
under such circumstances as to involve the Company in a violation of
Regulation X of said Board (12 CFR 224) or to involve any broker or
dealer in a violation of Regulation T of said Board (12 CFR 220).
Margin stock does not constitute more than 5% of the value of the
consolidated assets of the Company and its Subsidiaries and the Company
does not have any present intention that margin stock will constitute
more than 5% of the value of such assets. As used in this Section, the
terms "margin stock" and "purpose of buying or carrying" shall have the
meanings assigned to them in said Regulation G.

Section 5.15. Existing Debt. Schedule 5.15 sets forth
a complete and correct list of all outstanding Debt of the Company and
its Restricted Subsidiaries as of the date of the Closing. Neither the
Company nor any Restricted Subsidiary is in default and no waiver of
default is currently in effect, in the payment of any principal or
interest on any Indebtedness of the Company or such Restricted
Subsidiary and no event or condition exists with respect to any
Indebtedness of the Company or any Restricted Subsidiary the total
outstanding principal amount of which exceeds $500,000 that would
permit (or that with notice or the lapse of time, or both, would
permit) one or more Persons to cause such Indebtedness to become due
and payable before its stated maturity or before its regularly
scheduled dates of payment.

Section 5.16. Foreign Assets Control Regulations,
etc. Neither the sale of the Notes by the Company hereunder nor its use
of the proceeds thereof will violate the Trading with the Enemy Act, as
amended, or any of the foreign assets control regulations of the United
States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended)
or any enabling legislation or executive order relating thereto.

Section 5.17. Status under Certain Statutes. Neither
the Company nor any Restricted Subsidiary is registered or required to
be registered as an "investment company" under the Investment Company
Act of 1940, as amended, or is subject to regulation under the Public
Utility Holding Company Act of 1935, as amended, the Interstate
Commerce Act, as amended, or the Federal Power Act, as amended. Except
for SEI Financial Services Company and SEI Financial Management
Corporation, which are registered under the Investment Advisers Act of
1940, as amended, neither the Company nor any Restricted Subsidiary is
registered or required to be registered as an "investment adviser"
under the Investment Advisers Act of 1940, as amended.

Section 6. Representations of the Purchaser.
Section 6.1. Purchase for Investment. Each Purchaser
represents that such Purchaser is purchasing the Notes for its own
account or for one or more separate accounts maintained by it or for
the account of one or more pension or trust funds and not with a view
to the distribution thereof, provided that the disposition of such
Purchaser's or their property shall at all times be within its or their
control. Each Purchaser represents that it is either (i) an "accredited
investor" as defined in Rule 501(a) promulgated under the Securities
Act, with such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an
investment in the Notes and is able to bear the economic risk of an

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investment in the Notes or (ii) a "qualified institutional buyer" as
defined in Rule 144A of the Securities Act. Each Purchaser understands
that the Notes have not been registered under the Securities Act and
may be resold only if registered pursuant to the provisions of the
Securities Act or if an exemption from registration is available,
except under circumstances where neither such registration nor such an
exemption is required by law, and that the Company is not required to
register the Notes.


Section 6.2. Source of Funds. Each Purchaser
represents that at least one of the following statements is an accurate
representation as to each source of funds (a "Source") to be used by
such Purchaser to pay the purchase price of the Notes to be purchased
by it hereunder:
(a) the Source is such Purchaser's "insurance
company general account" as defined in Department of Labor Prohibited
Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and in respect
thereof such Purchaser represents that there is no "employee benefit plan" (as
defined in Section 3(3) of ERISA and Section 4975(e)(1) of the Code) established
or maintained by the Company (and affiliates thereof as defined in section
V(a)(1) of PTE 95-60) with respect to which the amount of general account
reserves and liabilities of all contracts held by or on behalf of such plan
exceed ten percent (10%) of the total reserves and liabilities of such general
account (exclusive of separate account liabilities) plus surplus, as set forth
in the National Association of Insurance Commissioners' Annual Statement filed
with such Purchaser's state of domicile: or

(b) the Source is either (i) an insurance company
pooled separate account, within the meaning of PTE 90-1 (issued January 29,
1990), or (ii) a bank collective investment fund, within the meaning of the PTE
91-38 (issued July 12, 1991) and, except as such Purchaser shall have disclosed
to the Company in writing pursuant to this paragraph (b), no employee benefit
plan or group of plans maintained by the same employer or employee organization
beneficially owns more than 10% of all assets allocated to such pooled separate
account or collective investment fund; or

(c) the Source constitutes assets of an "investment
fund" (within the meaning of Part V of the QPAM Exemption) managed by a
"qualified professional asset manager" or "QPAM" (within the meaning of Part V
of the QPAM Exemption), and the purchase of the Notes satisfies the conditions
of the QPAM Exemption; or

(d) the Source is a governmental plan; or

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

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


If any Purchaser of the Notes indicates that such Purchaser is relying on any
representation contained in paragraph (b) or (e) above, the Company shall
deliver on the date of Closing a certificate, which shall state that it is
neither a party in interest nor a "disqualified person" (as defined in Section
4975(e)(2) of the Internal Revenue Code of 1986, as amended), with respect to
any plan identified pursuant to paragraphs (b) or (e) above. Anything contained
herein to the contrary notwithstanding, any subsequent transferee of the Notes
(i) shall not be entitled to rely on paragraph (e) above, and (ii) shall only be
entitled to rely on paragraph (b) above to the extent no disclosure of plans
with a greater than 10% interest in such separate account or investment fund is
required to be given to the Company.

As used in this Section 6.2, the terms "employee benefit plan", "governmental
plan", "party in interest" and "separate account" shall have the respective
meanings assigned to such terms in Section 3 of ERISA.

Section 7. Information as to Company.

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

(a) Quarterly Statements -- promptly, and in any
event within 60 days after the end of each quarterly fiscal period in each
fiscal year of the Company (other than the last quarterly fiscal period of each
such fiscal year), duplicate copies of, (i) a consolidated balance sheet of the
Company and its Restricted Subsidiaries as at the end of such quarter, and

81

(ii) consolidated statements of income,
changes in shareholders' equity and cash flows of the Company and its Restricted
Subsidiaries, for such quarter and (in the case of the second and third
quarters) for the portion of the fiscal year ending with such quarter, setting
forth in each case in comparative form the figures for the corresponding periods
in the previous fiscal year, all in reasonable detail, prepared in accordance
with GAAP applicable to quarterly financial statements generally, and certified
by a Senior Financial Officer as fairly presenting, in all material respects,
the financial position of the companies being reported on and their results of
operations and cash flows, subject to changes resulting from year-end
adjustments, provided that, if for such quarterly fiscal period the gross
revenues of all Unrestricted Subsidiaries, determined on a consolidated basis,
shall be less than 5% of the gross revenues of the Company and its Subsidiaries,
determined on a consolidated basis, delivery within the time period specified
above of copies of the Company's Quarterly Report on Form 10-Q prepared in
compliance with the requirements therefor and filed with the Securities and
Exchange Commission shall be deemed to satisfy the requirements of this Section
7.1(a);

(b) Annual Statements-- promptly, and in any event
within 105 days after the end of each fiscal year of the Company, duplicate
copies of,
(i) a consolidated balance sheet of the Company
and its Restricted Subsidiaries, as at the end of such year, and


(ii) consolidated statements of income,
changes in shareholders' equity and cash flows of the Company and its Restricted
Subsidiaries, for such year, setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail, prepared in
accordance with GAAP, and accompanied by an opinion thereon of independent
certified public accountants of recognized national standing, which opinion
shall state that such financial statements present fairly, in all material
respects, the financial position of the companies being reported upon and their
results of operations and cash flows and have been prepared in conformity with
GAAP, and that the examination of such accountants in connection with such
financial statements has been made in accordance with generally accepted
auditing standards, and that such audit provides a reasonable basis for such
opinion in the circumstances, provided that, if for such fiscal year the gross
revenues of all Unrestricted Subsidiaries, determined on a consolidated basis,
shall be less than 5% of the gross revenues of the Company and its Subsidiaries,
determined on a consolidated basis, the delivery within the time period
specified above of the Company's Annual Report on Form 10-K for such fiscal year
(together with the Company's annual report to shareholders, if any, prepared
pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the
requirements therefor and filed with the Securities and Exchange Commission
shall be deemed to satisfy the requirements of this Section 7.1(b);

(c) SEC and Other Reports -- promptly upon their
becoming available, one copy of (i) each financial statement, report, notice or
proxy statement sent by the Company or any Subsidiary to public securities
holders generally, and (ii) each regular or periodic report, each registration
statement that shall have become effective (without exhibits except as expressly
requested by such holder), and each final prospectus and all amendments thereto
filed by the Company or any Subsidiary with the Securities and Exchange
Commission;
(d) Notice of Default or Event of Default --
promptly, and in any event within five days after a Responsible Officer becoming
aware of the existence of any Default or Event of Default or that any Person has
given any notice or taken any action with respect to a claimed default hereunder
or that any Person has given any notice or taken any action with respect to a
claimed default of the type referred to in Section 11(g), a written notice
specifying the nature and period of existence thereof and what action the
Company is taking or proposes to take with respect thereto;

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

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

(ii) the taking by the PBGC of
steps to institute, or the threatening by the PBGC of the institution of,
proceedings under section 4042 of ERISA for the termination of, or the
appointment of a

82

trustee to administer, any Plan, or the receipt by the Company or any ERISA
Affiliate of a notice from a Multiemployer Plan that such action has been taken
by the PBGC with respect to such Multiemployer Plan; or


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

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

(g) Requested Information -- with reasonable
promptness, such other data and information (including, without limitation,
management letters, if requested by any such holder of Notes) relating to the
business, operations, affairs, financial condition, assets or properties of the
Company or any of its Subsidiaries or relating to the ability of the Company to
perform its obligations hereunder and under the Notes as from time to time may
be reasonably requested by any such holder of Notes.

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

(a) Covenant Compliance -- the information
(including detailed calculations, where applicable) required in order to
establish whether the Company was in compliance with the requirements of Section
10.1 through Section 10.6 hereof, inclusive, during the quarterly or annual
period covered by the statements then being furnished (including with respect to
each such Section, where applicable, the calculations of the maximum or minimum
amount, ratio or percentage, as the case may be, permissible under the terms of
such Sections, and the calculation of the amount, ratio or percentage then in
existence); and

(b) Event of Default -- a statement that such
officer has reviewed the relevant terms hereof and has made, or caused to be
made, under his or her supervision, a review of the transactions and conditions
of the Company and its Subsidiaries from the beginning of the quarterly or
annual period covered by the statements then being furnished to the date of the
certificate and that such review shall not have disclosed the existence during
such period of any condition or event that constitutes a Default (to the extent
a Senior Financial Officer has knowledge thereof after inquiry of the
Responsible Officers) or an Event of Default or, if any such condition or event
existed or exists (including, without limitation, any such event or condition
resulting from the failure of the Company or any Subsidiary to comply with any
Environmental Law), specifying the nature and period of existence thereof and
what action the Company shall have taken or proposes to take with respect
thereto.

Section 7.3. Inspection. The Company shall permit
the representatives of each holder of Notes that is an Institutional
Investor:
(a) No Default -- if no Default or Event of Default
then exists, at the expense of such holder and upon reasonable prior notice to
the Company, to visit the principal executive office of the Company, to discuss
the affairs, finances and accounts of the Company and its Restricted
Subsidiaries with the Company's officers, and, with the consent of the Company
(which consent will not be unreasonably withheld) to visit the other offices and
properties of the Company and each Restricted Subsidiary, all at such reasonable
times and as often as may be reasonably requested in writing; and

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

Section 8. Prepayment of the Notes.

Section 8.1. Required Prepayments. (a) Series A Notes.
On February 24, 1998 and on each February 24 thereafter to and
including February 24, 2002 the Company will prepay $1,000,000
principal amount (or such lesser principal amount as shall then be
outstanding) of the Series A Notes at par and

83

without payment of the Make-Whole Amount or any premium and on February
24, 2003 and on each February 24 thereafter to and including February
24, 2006 the Company will prepay $3,000,000 principal amount (or such
lesser principal amount as shall then be outstanding) of the Series A
Notes at par and without payment of the Make-Whole Amount or any
premium, provided that upon any partial prepayment of the Series A
Notes pursuant to Section 8.2 or Section 8.4 or any purchase of the
Series A Notes permitted by Section 8.6 the principal amount of each
required prepayment of the Series A Notes becoming due under this
Section 8.1 on and after the date of such prepayment or purchase shall
be reduced in the same proportion as the aggregate unpaid principal
amount of the Series A Notes is reduced as a result of such prepayment
or purchase.

(b) Series B Notes. On February 24, 1998 and on each
February 24 thereafter to and including February 24, 2011 the Company will
prepay $1,000,000 principal amount (or such lesser principal amount as shall
then be outstanding) of the Series B Notes at par and without payment of the
Make-Whole Amount or any premium, provided that upon any partial prepayment of
the Series B Notes pursuant to Section 8.2 or Section 8.4 or any purchase of the
Series B Notes permitted by Section 8.6 the principal amount of each required
prepayment of the Series B Notes becoming due under this Section 8.1 on and
after the date of such prepayment or purchase shall be reduced in the same
proportion as the aggregate unpaid principal amount of the Series B Notes is
reduced as a result of such prepayment or purchase.

Section 8.2. Optional Prepayments with Make-Whole
Amount. The Company may, at its option, upon notice as provided below,
prepay at any time all, or from time to time any part, of the Notes, in
an amount not less than 10% of the aggregate principal amount of the
Notes then outstanding in the case of a partial prepayment, at 100% of
the principal amount so prepaid, together with interest accrued thereon
to the date of such prepayment, plus the Make-Whole Amount determined
for the prepayment date with respect to such principal amount. The
Company will give each holder of Notes written notice of each optional
prepayment under this Section 8.2 not less than 20 days and not more
than 90 days prior to the date fixed for such prepayment. Each such
notice shall specify such date, the aggregate principal amount of the
Notes to be prepaid on such date, the principal amount of each Note
held by such holder to be prepaid (determined in accordance with
Section 8.3), and the interest to be paid on the prepayment date with
respect to such principal amount being prepaid, and shall be
accompanied by a certificate of a Senior Financial Officer as to the
estimated Make-Whole Amount due in connection with such prepayment
(calculated as if the date of such notice were the date of the
prepayment), setting forth the details of such computation. Two
Business Days prior to such prepayment, the Company shall deliver to
each holder of Notes a certificate of a Senior Financial Officer
specifying the calculation of such Make-Whole Amount as of the
specified prepayment date.

Section 8.3. Allocation of Partial Prepayments. In the
case of each partial prepayment of the Notes pursuant to Section 8.2,
the principal amount of the Notes to be prepaid shall be allocated
among all of the Notes at the time outstanding in proportion, as nearly
as practicable, to the respective unpaid principal amounts thereof .

Section 8.4. Prepayment upon Change in Control. (a)
Notice of Change in Control or Control Event. The Company will, within
three Business Days after any Responsible Officer has knowledge of the
occurrence of any Change in Control or Control Event, give written
notice of such Change in Control or Control Event to each holder of
Notes unless notice in respect of such Change in Control (or the Change
in Control contemplated by such Control Event) shall have been given
pursuant to subparagraph (b) of this Section 8.4. If a Change in
Control has occurred, such notice shall contain and constitute an offer
to prepay Notes as described in subparagraph (c) of this Section 8.4
and shall be accompanied by the certificate described in subparagraph
(g) of this Section 8.4.

(b) Condition to Company Action. The Company
will not take any action that consummates or finalizes a Change in Control
unless (i) at least 30 days prior to such action it shall have given to each
holder of Notes written notice containing and constituting an offer to prepay
Notes as described in subparagraph (c) of this Section 8.4, accompanied by the
certificate described in subparagraph (g) of this Section 8.4, and (ii)
contemporaneously with such action, it prepays all Notes required to be prepaid
to be in accordance with this Section 8.4.

84

(c) Offer to Prepay Notes. The offer to prepay Notes
contemplated by subparagraphs (a) and (b) of this Section 8.4 shall be an offer
to prepay, in accordance with and subject to this Section 8.4, all, but not less
than all, the Notes held by each holder (in this case only, "holder" in respect
of any Note registered in the name of a nominee for a disclosed beneficial owner
shall mean such beneficial owner) on a date specified in such offer (the
"Proposed Prepayment Date"). If such Proposed Prepayment Date is in connection
with an offer contemplated by subparagraph (a) of this Section 8.4, such date
shall be not less than 30 days and not more than 40 days after the date of such
offer (if the Proposed Prepayment Date shall not be specified in such offer, the
Proposed Prepayment Date shall be the 30th day after the date of such offer).

(d) Acceptance; Rejection. A holder of Notes may accept
the offer to prepay made pursuant to this Section 8.4 by causing a notice of
such acceptance to be delivered to the Company at least 15 days prior to the
Proposed Prepayment Date. If the offer is so accepted by any holder of Notes,
the Company at least 10 days prior to the Proposed Prepayment Date shall give
written notice to each holder of Notes that has not so accepted the offer, in
which notice the Company shall (i) state the aggregate outstanding principal
amount of Notes in respect of which the offer has been accepted and (ii) renew
the offer and extend the time for acceptance by stating that any holder of Notes
may yet accept the offer, whether theretofore rejected or not, by causing a
notice of such acceptance to be delivered to the Company at least three days
prior to the Proposed Prepayment Date. A failure by a holder of Notes to respond
to an offer to prepay made pursuant to this Section 8.4 shall be deemed to
constitute a rejection of such offer by such holder.

(e) Prepayment. Prepayment of the Notes to be prepaid
pursuant to this Section 8.4 shall be at 100% of the principal amount of such
Notes, together with interest on such Notes accrued to the date of prepayment.
The prepayment shall be made on the Proposed Prepayment Date except as provided
in subparagraph (f) of this Section 8.4.

(f) Deferral Pending Change in Control. The obligation
of the Company to prepay Notes pursuant to the offers required by subparagraph
(b) and accepted in accordance with subparagraph (d) of this Section 8.4 is
subject to the occurrence of the Change in Control in respect of which such
offers and acceptances shall have been made. In the event that such Change in
Control does not occur on the Proposed Prepayment Date in respect thereof, the
prepayment shall be deferred until and shall be made on the date on which such
Change in Control occurs. The Company shall keep each holder of Notes reasonably
and timely informed of (i) any such deferral of the date of prepayment, (ii) the
date on which such Change in Control and the prepayment are expected to occur,
and (iii) any determination by the Company that efforts to effect such Change in
Control have ceased or been abandoned (in which case the offers and acceptances
made pursuant to this Section 8.4 in respect of such Change in Control shall be
deemed rescinded).

(g) Officer's Certificate. Each offer to prepay the
Notes pursuant to this Section 8.4 shall be accompanied by a certificate,
executed by a Senior Financial Officer of the Company and dated the date of such
offer, specifying: (i) the Proposed Prepayment Date; (ii) that such offer is
made pursuant to this Section 8.4; (iii) the principal amount of each Note
offered to be prepaid; (iv) the interest that would be due on each Note offered
to be prepaid, accrued to the Proposed Prepayment Date; (v) that the conditions
of this Section 8.4 have been fulfilled; and (vi) in reasonable detail, the
nature and date or proposed date of the Change in Control.

(h) "Change in Control" Defined. A "Change in Control"
shall occur on the first day that any Person or Persons acting in concert (other
than any one or more of the Current Management Group), together with Affiliates
thereof, shall (i) in the aggregate, directly or indirectly, control or own
(beneficially or otherwise) a majority (by number of shares) of the issued and
outstanding Voting Stock of the Company, or (ii) acquire all or substantially
all of the assets of the Company and its Restricted Subsidiaries.

(i) "Control Event" Defined. "Control Event" means:
(i) the execution by the Company or any of its
Subsidiaries or Affiliates of any agreement or letter of intent with respect to
any proposed transaction or event or series of transactions or events which,
individually or in the aggregate, may reasonably be expected to result in a
Change in Control,

(ii) the execution of any written agreement which, when
fully performed by the parties thereto, would result in a Change in Control, or

(iii) the making of any written offer by any Person or
Persons acting in concert to the holders of the Voting Stock of the Company,
which offer, if accepted by the requisite number of holders, would result in a
Change in Control.

(j) "Current Management Group" Defined. "Current
Management Group" means Alfred P. West, Jr., Henry H. Greer, Carmen V. Romeo,
Richard B. Lieb, William M. Doran, Donald C. Carroll and Henry H. Porter, Jr.
and their respective Families and Family Trusts.

(k) "Family" Defined. "Family" means, in respect of any
individual, lineal descendants to the second degree of consanguinity of such
individual.

85

(l) "Family Trusts" Defined. "Family Trusts" means, in
respect of any individual, any trusts for the exclusive benefit of such
individual, his/her spouse and lineal descendants, so long as one or more of the
Current Management Group (other than a Family Trust) has the exclusive right to
control each such trust.

Section 8.5. Maturity; Surrender, Etc. In the case
of each prepayment of Notes pursuant to this Section 8, the principal
amount of each Note to be prepaid shall mature and become due and
payable on the date fixed for such prepayment, together with interest
on such principal amount accrued to such date and the applicable Make-
Whole Amount, if any. From and after such date, unless the Company
shall fail to pay such principal amount when so due and payable,
together with the interest and Make-Whole Amount, if any, as aforesaid,
interest on such principal amount shall cease to accrue. Any Note paid
or prepaid in full shall be surrendered to the Company and canceled and
shall not be reissued, and no Note shall be issued in lieu of any
prepaid principal amount of any Note.

Section 8.6. Purchase of Notes. The Company will
not and will not permit any Affiliate to purchase, redeem, prepay or
otherwise acquire, directly or indirectly, any of the outstanding Notes
except (a) upon the payment or prepayment of the Notes in accordance
with the terms of this Agreement and the Notes or (b) pursuant to an
offer to purchase made by the Company or an Affiliate pro rata to the
holders of all Notes at the time outstanding upon the same terms and
conditions (giving effect to the different maturities and interest
rates applicable to each series of Notes). Any such offer shall provide
each holder with sufficient information to enable it to make an
informed decision with respect to such offer, and shall remain open for
at least 15 Business Days. If the holders of more than 10% of the
principal amount of the Notes then outstanding accept such offer, the
Company shall promptly notify the remaining holders of such fact and
the expiration date for the acceptance by holders of Notes of such
offer shall be extended by the number of days necessary to give each
such remaining holder at least 10 Business Days from its receipt of
such notice to accept such offer. The Company will promptly cancel all
Notes acquired by it or any Affiliate pursuant to any payment,
prepayment or purchase of Notes pursuant to any provision of this
Agreement and no Notes may be issued in substitution or exchange for
any such Notes.

Section 8.7. Make-Whole Amount. The term "Make-
Whole Amount" means, with respect to any Note, an amount equal to the
excess, if any, of the Discounted Value of the Remaining Scheduled
Payments with respect to the Called Principal of such Note over the
amount of such Called Principal, provided that the Make-Whole Amount
may in no event be less than zero. For the purposes of determining the
Make-Whole Amount, the following terms have the following meanings:
"Called Principal" means, with respect to any Note, the principal of such
Note that is to be prepaid pursuant to Section 8.2 or has become or is
declared to be immediately due and payable pursuant to Section 12.1, as the
context requires.

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

"Reinvestment Yield" means, with respect to the Called Principal of any
Note, 0.50% over the yield to maturity implied by (i) the yields reported,
as of 10:00 A.M. (New York City time) on the second Business Day preceding
the Settlement Date with respect to such Called Principal, on the display
designated as "Page 678" on the Telerate Access Service (or such other
display as may replace Page 678 on the Telerate Access Service) for actively
traded U.S. Treasury securities having a maturity equal to the Remaining
Average Life of such Called Principal as of such Settlement Date, or (ii) if
such yields are not reported as of such time or the yields reported as of
such time are not ascertainable, the Treasury Constant Maturity Series
Yields reported, for the latest day for which such yields have been so
reported as of the second Business Day preceding the Settlement Date with
respect to such Called Principal, in Federal Reserve Statistical Release
H.15 (519) (or any comparable successor publication) for actively traded
U.S. Treasury securities having a constant maturity equal to the Remaining
Average Life of such Called Principal as of such Settlement Date. Such
implied yield will be determined, if necessary, by (a) converting U.S.
Treasury bill quotations to bond-equivalent yields in accordance with
accepted financial practice and (b)

86

interpolating linearly between (1) the actively traded U.S. Treasury
security with the maturity closest to and greater than the Remaining Average
Life and (2) the actively traded U.S. Treasury security with the maturity
closest to and less than the Remaining Average Life.

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

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

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

Section 9. Affirmative Covenants.

The Company covenants that so long as any of the Notes are
outstanding:
Section 9.1. Compliance with Law. The Company will,
and will cause each of its Subsidiaries to, comply with all laws,
ordinances or governmental rules or regulations to which each of them
is subject, including, without limitation, Environmental Laws, and will
obtain and maintain in effect all licenses, certificates, permits,
franchises and other governmental authorizations necessary to the
ownership of their respective properties or to the conduct of their
respective businesses, in each case to the extent necessary to ensure
that non-compliance with such laws, ordinances or governmental rules or
regulations or failures to obtain or maintain in effect such licenses,
certificates, permits, franchises and other governmental authorizations
would not reasonably be expected, individually or in the aggregate, to
have a materially adverse effect on the business, operations, affairs,
financial condition, properties or assets of the Company and its
Restricted Subsidiaries taken as a whole.

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

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

Section 9.4. Payment of Taxes. The Company will,
and will cause each of its Subsidiaries to, file all income tax or
similar tax returns required to be filed in any jurisdiction and to pay
and discharge all taxes shown to be due and payable on such returns and
all other taxes, assessments, governmental charges, or levies payable
by any of them, to the extent such taxes and assessments have

87

become due and payable and before they have become delinquent, provided
that neither the Company nor any Subsidiary need pay any such tax or
assessment if (i) the amount, applicability or validity thereof is
contested by the Company or such Restricted Subsidiary on a timely
basis in good faith and in appropriate proceedings, and the Company or
such Subsidiary has established adequate reserves therefor in
accordance with GAAP on the books of the Company or such Subsidiary or
(ii) the nonpayment of all such taxes and assessments in the aggregate
would not reasonably be expected to have a materially adverse effect on
the business, operations, affairs, financial condition, properties or
assets of the Company and its Restricted Subsidiaries taken as a whole.

Section 9.5. Corporate Existence, Etc. The Company
will at all times preserve and keep in full force and effect its
corporate existence. Subject to Section 10.4, the Company will at all
times preserve and keep in full force and effect the corporate
existence of each of its Restricted Subsidiaries and all rights and
franchises of the Company and its Restricted Subsidiaries unless, in
the good faith judgment of the Company, the termination of or failure
to preserve and keep in full force and effect such corporate existence,
right or franchise would not, individually or in the aggregate, have a
materially adverse effect on the business, operations, affairs,
financial condition, properties or assets of the Company and its
Restricted Subsidiaries taken as a whole.
Section 10. Negative Covenants.

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

Section 10.1. Fixed Charges Coverage Ratio. The
Company will not, at any time, permit the Fixed Charges Coverage Ratio
to be less than 1.25 to 1.

Section 10.2. Limitations on Debt. (a) The Company
will not, at any time, permit Consolidated Debt to exceed 65% of
Consolidated Capitalization.
(b) The Company will not, and will not permit any
Restricted Subsidiary to, create, assume or incur or in any manner become liable
in respect of any Debt, except:
(1) Debt evidenced by the Notes;

(2) Debt of the Company and its Restricted
Subsidiaries outstanding as of the date of the Closing and reflected on Schedule
5.15 and any undrawn amounts available under the Revolving Credit Agreement (as
defined in Schedule 5.15), provided that the total amount drawn under the
Revolving Credit Agreement shall not exceed $50,000,000;

(3) unsecured Debt of the Company and secured
Debt of the Company secured by Liens permitted by Section 10.5(g) and Section
10.5(i), provided that at the time of issuance thereof and after giving effect
thereto and to the application of the proceeds thereof:


(i) no Default or Event of Default exists,
and


(ii) in the case of the issuance of any such
secured Debt of the Company secured by Liens permitted by Section 10.5(i), the
aggregate amount of all Debt (excluding Debt permitted pursuant to Section
10.2(b)(8)) of the Company secured by Liens permitted by Section 10.5(i) and all
Debt (excluding Debt permitted pursuant to Section 10.2(b)(8)) of Restricted
Subsidiaries shall not exceed 20% of Consolidated Net Worth;
(4) unsecured Debt of Restricted Subsidiaries and
secured Debt of Restricted Subsidiaries secured by Liens permitted by Section
10.5(g) and Section 10.5(i), provided that at the time of issuance thereof and
after giving effect thereto and to the application of the proceeds thereof:


(i) no Default or Event of Default exists,
and


(ii) in the case of the issuance of any such
Debt of Restricted Subsidiaries, the aggregate amount of all Debt (excluding
Debt permitted pursuant to Section 10.2(b)(8)) of the Company secured by Liens
permitted by Section 10.5(i) and all Debt (excluding Debt permitted pursuant to

88

Section 10.2(b)(8)) of Restricted Subsidiaries shall not exceed 20% of
Consolidated Net Worth;
(5) Debt of the Company to a Restricted
Subsidiary;

(6) Debt of a Restricted Subsidiary to the
Company or to a Restricted Subsidiary;

(7) Debt which constitutes a renewal, extension,
substitution, refinancing, or replacement (collectively, a "Restructuring") of
Debt of the Company and its Restricted Subsidiaries, provided that the Debt
resulting from such Restructuring shall not exceed the outstanding principal
amount of such Debt being restructured unless the Company and its Restricted
Subsidiaries would be permitted to issue such excess amount of Debt pursuant to
clauses (3), (4), (5), (6) or (8), as the case may be, of this Section 10.2(b);
and

(8) non-recourse Debt of the Company and its
Restricted Subsidiaries incurred in connection with (i) the financing of the
distribution of fund shares that do not assess a front-end load or sales charge
which Debt expressly precludes the payment thereof from any properties or assets
of the Company or any Restricted Subsidiary other than Rule 12b-1 Fees,
contingent deferred sales charges, other substantially similar fees, charges,
expenses or liabilities permitted under applicable law, and the proceeds
thereof, or (ii) the financing, acquisition or purchase of trade finance
receivables which Debt expressly precludes the payment thereof from any
properties or assets of the Company or any Restricted Subsidiary other than such
receivables and the proceeds thereof.

(c) Any Person which becomes a Restricted Subsidiary
after the date hereof shall for all purposes of this Section 10.2 be deemed to
have created, assumed or incurred at the time it becomes a Restricted Subsidiary
all Debt of such Person existing immediately after it becomes a Restricted
Subsidiary.

Section 10.3. Consolidated Net Worth. (a) The
Company will not, at any time on or before December 31, 1999, permit
Consolidated Net Worth to be less than the sum of (i) $30,000,000, plus
(ii) an aggregate amount equal to 30% of its Consolidated Net Income
(but, in each case, only if a positive number) for each completed
fiscal year beginning with the fiscal year ending on December 31, 1997,
plus (iii) 30% of its Consolidated Net Income (but only if a positive
number) for the period beginning on the first day of the then current
fiscal year and ending at the end of the then most recently completed
fiscal quarter.
(b) The Company will not, at any time after December 31,
1999, permit Consolidated Net Worth to be less than the sum of (i) $30,000,000,
plus (ii) an aggregate amount equal to 30% of its Consolidated Net Income (but,
in each case, only if a positive number) for each fiscal year beginning with the
fiscal year ending on December 31, 1997 and ending with the fiscal year ending
on December 31, 1999, plus (iii) an aggregate amount equal to 50% of its
Consolidated Net Income (but, in each case, only if a positive number) for each
completed fiscal year beginning with the fiscal year ending on December 31,
2000, plus (iv) 50% of its Consolidated Net Income (but only if a positive
number) for the period beginning on the first day of the then current fiscal
year and ending at the end of the then most recently completed fiscal quarter.

Section 10.4. Mergers, Consolidations and Sales of
Assets. (a) The Company will not, and will not permit any Restricted
Subsidiary to, (i) consolidate with or be a party to a merger with any
other Person or (ii) sell, lease or otherwise dispose of all or any
substantial part (as defined in paragraph (d) of this Section 10.4) of
the property or assets (an "Asset Disposition") of the Company and its
Restricted Subsidiaries; provided, however, that:

(1) any Restricted Subsidiary may merge or
consolidate with or into the Company or any Restricted Subsidiary so long as in
any merger or consolidation involving the Company, the Company shall be the
surviving or continuing corporation;

(2) the Company may consolidate or merge with any
other Person if (i) the Company shall be the surviving or continuing corporation
and (ii) at the time of such consolidation or merger and after giving effect
thereto no Default or Event of Default shall have occurred and be continuing;

(3) any Restricted Subsidiary may consolidate or
merge with any other Person if at the time of such consolidation or merger and
after giving effect thereto:


(A) no Default or Event of Default shall
have occurred and be continuing; and


(B) the property and assets of such
Restricted Subsidiary do not constitute a substantial part of the property and
assets of the Company and its Restricted Subsidiaries;

(4) any Restricted Subsidiary may make an Asset
Disposition to the Company or any Restricted Subsidiary; and

89

(5) the Company or any Restricted Subsidiary may
make an Asset Disposition to the extent related to:


(A) property and assets which are
considered to be a part of operations which are deemed to be discontinued as of
December 31, 1996, in accordance with GAAP,


(B) Rule 12b-1 Fees, contingent deferred
sales charges, other substantially similar fees, charges, expenses or
liabilities permitted under applicable law, and the proceeds thereof to which
the Company or any Restricted Subsidiary is or will be entitled, or


(C) trade finance receivables and the
proceeds thereof to which the Company or any Restricted Subsidiary is or will be
entitled.
(b) The Company will not permit any Restricted Subsidiary
to issue or sell any shares of stock of any class (including as "stock" for the
purposes of this Section 10.4, any warrants, rights or options to purchase or
otherwise acquire stock or other Securities exchangeable for or convertible into
stock) of such Restricted Subsidiary (except to qualify directors) to any Person
other than the Company or a Restricted Subsidiary, unless (i) at the time of
such issuance or sale and after giving effect thereto, no Default or Event of
Default exists, (ii) such issue or sale does not constitute a substantial part
(as hereinafter defined) of the property and assets of the Company and its
Restricted Subsidiaries, and (iii) the Minority Interests in such Restricted
Subsidiary, after giving effect to such issuance or sale, would not exceed 20%.
(c) The Company will not sell, transfer or otherwise
dispose of any shares of stock of any Restricted Subsidiary (except to qualify
directors) or any Indebtedness of any Restricted Subsidiary, and will not permit
any Restricted Subsidiary to sell, transfer or otherwise dispose of (except to
the Company or a Restricted Subsidiary) any shares of stock or any Indebtedness
of any other Restricted Subsidiary, unless:
(1) either


(A) such sale, transfer or disposition is
made within the limitations of Section 10.4(b), or


(B) simultaneously with such sale,
transfer, or disposition, all shares of stock and all Indebtedness of such
Restricted Subsidiary at the time owned by the Company and by every other
Restricted Subsidiary shall be sold, transferred or disposed of as an entirety,
or


(C) at the time of such sale, transfer or
disposition, any Investment in such Restricted Subsidiary, and each other
Restricted Subsidiary (if any) which has or will be indirectly sold, transferred
or disposed of as a result of such sale, transfer or disposition, (collectively,
the "Transferred Subsidiaries") by the Company and by every other Restricted
Subsidiary after giving effect to such sale, transfer or disposition shall be
deemed an Investment made by the Company or such other Restricted Subsidiary at
such time;
(2) the Board of Directors of the Company shall
have determined, as evidenced by a resolution thereof, that the proposed sale,
transfer or disposition of said shares of stock and Indebtedness is in the best
interests of the Company;

(3) said shares of stock and Indebtedness are
sold, transferred or otherwise disposed of to a Person, for consideration and on
terms reasonably deemed by the Board of Directors to be adequate and
satisfactory, provided that (i) the amount of any non-cash consideration
received by the Company or a Restricted Subsidiary shall be determined in good
faith to be a reasonable amount of non-cash consideration by the Board of
Directors of the Company, as evidenced by an Officer's Certificate of the
Company setting forth in reasonable detail the basis of such determination and
delivered to the holders of the Notes, and (ii) any non-cash consideration which
would be classified as an Investment of the Company or such Restricted
Subsidiary shall be deemed an Investment made by the Company or such Restricted
Subsidiary on the date of such sale, transfer or disposition in the amount of
such valuation;

(4) except in the case of transactions permitted
by Section 10.4(b) or 10.4(c)(1)(A), either (A) the Transferred Subsidiaries
shall not have any continuing investment in the Company or any

90

other Restricted Subsidiary not being simultaneously disposed of, or (B) after
giving effect to such sale, transfer or disposition, (x) any Debt of the Company
and any other Restricted Subsidiary to such Transferred Subsidiaries (including
Guaranties of Debt of such Transferred Subsidiaries) shall be deemed Debt
incurred by the Company or such other Restricted Subsidiary at the time of such
sale, transfer or disposition and (y) any shares of stock of the Company and any
other Restricted Subsidiary held by such Transferred Subsidiaries shall be
deemed to have been issued and sold to such Transferred Subsidiaries by the
Company or such other Restricted Subsidiary for purposes of this Section 10.4;

(5) the property and assets of the Transferred
Subsidiaries do not constitute a substantial part (as hereinafter defined) of
the property and assets of the Company and its Restricted Subsidiaries; and

(6) at the time of such sale, transfer or
disposition and after giving effect thereto, no Default or Event of Default
exists.

(d) As used in this Section 10.4, a sale, lease or other
disposition of property and assets shall be deemed to be a "substantial part" of
the property and assets of the Company and its Restricted Subsidiaries if:
(i) the book value of such property and assets,
when added to the book value of all other property and assets sold, leased or
otherwise disposed of by the Company and its Restricted Subsidiaries (other than
in the ordinary course of business) during the 12-month period ending with the
date of such sale, lease or other disposition, exceeds 10% of Total Assets,
determined as of the end of the immediately preceding fiscal year;

(ii) EBITDA associated with such property and
assets, when added to EBITDA associated with all other property and assets sold,
leased or otherwise disposed of by the Company and its Restricted Subsidiaries
(other than in the ordinary course of business) during the 12-month period
ending with the date of such sale, lease or other disposition, exceeds 10% of
EBITDA associated with all property and assets of the Company and its Restricted
Subsidiaries, determined in each case for the immediately preceding fiscal year;

(iii) the book value of such property and assets,
when added to the book value of all other property and assets sold, leased or
otherwise disposed of by the Company and its Restricted Subsidiaries (other than
in the ordinary course of business) during the period beginning on January 1,
1997 and ending with the date of such sale, lease or other disposition, exceeds
30% of Total Assets, determined as of the end of the immediately preceding
fiscal year; or

(iv) EBITDA associated with such property and
assets, when added to EBITDA associated with all other property and assets sold,
leased or otherwise disposed of by the Company and its Restricted Subsidiaries
(other than in the ordinary course of business) during the period beginning on
January 1, 1997 and ending with the date of such sale, lease or other
disposition, determined in each case for the fiscal year immediately preceding
such sale, lease or other disposition, exceeds 30% of EBITDA associated with all
property and assets of the Company and its Restricted Subsidiaries, determined
for the immediately preceding fiscal year.

If the Net Proceeds of any sale, lease or other disposition of assets are
applied to a Debt Prepayment Application or a Property Reinvestment Application
within 365 days after such sale, lease or other disposition, then such sale,
lease or other disposition shall not be included in any computations under this
paragraph (d) as of a date on or after the Net Proceeds are so applied;
provided, that in the opinion of the Board of Directors of the Company, such
sale, lease or other disposition is in exchange for consideration having a Fair
Market Value at least equal to that of the property and assets exchanged and is
in the best interest of the Company or such Restricted Subsidiary.
Section 10.5. Limitation on Liens. The Company will
not, and will not permit any Restricted Subsidiary to, create or incur,
or suffer to be incurred or to exist, any Lien on its or their property
or assets, whether now owned or hereafter acquired, or upon any income
or profits therefrom, or transfer any property for the purpose of
subjecting the same to the payment of obligations in priority to the
payment of its or their general creditors, or acquire or agree to
acquire, or permit any Restricted Subsidiary to acquire, any property
or assets upon conditional sales agreements or other title retention
devices, except:
(a) Liens for property taxes and assessments or
governmental charges or levies and Liens securing claims or demands of carriers,
warehousemen, landlords, mechanics and materialmen, provided payment thereof is
not at the time required by Section 9.4;

(b) Liens of or resulting from any judgment or
award, the time for the appeal or petition for rehearing of which shall not have
expired, or in respect of which the Company or a Restricted Subsidiary shall at
any time in good faith be pursuing an appeal or proceeding for a review and in
respect of which a stay of execution pending such appeal or proceeding for
review shall have been secured;

(c) Liens incidental to the conduct of business
or the ownership of properties and assets (including Liens in connection with
worker's compensation, unemployment insurance and other like laws,
warehousemen's and attorneys' liens and statutory landlords' liens) and Liens to
secure the performance of bids, tenders or trade contracts, or to secure
statutory obligations, surety or appeal bonds or other Liens of like general
nature incurred in the ordinary course of business and not in connection with
the borrowing of money; provided in each

91

case, the obligation secured is not overdue or, if overdue, is being contested
in good faith by appropriate actions or proceedings;

(d) minor survey exceptions or minor
encumbrances, easements or reservations, or rights of others for rights-of-way,
utilities and other similar purposes, or zoning or other restrictions as to the
use of real properties, which are necessary for the conduct of the activities of
the Company and its Restricted Subsidiaries or which customarily exist on
properties of corporations engaged in similar activities and similarly situated
and which do not in any event materially impair their use in the operation of
the business of the Company and its Restricted Subsidiaries;

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

(f) Liens existing as of the date of the Closing
and securing Debt of the Company and its Restricted Subsidiaries referred to in
item 2 of Schedule 5.15;

(g) Liens incurred after the date of the Closing
given to secure Capitalized Leases or the payment of the purchase price incurred
in connection with the acquisition of fixed assets useful and intended to be
used in carrying on the business of the Company or a Restricted Subsidiary,
including Liens existing on such fixed assets at the time of acquisition thereof
or at the time of acquisition by the Company or a Restricted Subsidiary of any
business entity then owning such fixed assets, whether or not such existing
Liens were given to secure the payment of the purchase price of the fixed assets
to which they attach so long as they were not incurred, extended or renewed in
contemplation of such acquisition, provided that (i) the Lien shall attach
solely to the fixed assets acquired or purchased, (ii) at the time of
acquisition of such fixed assets, the aggregate amount remaining unpaid on all
Indebtedness secured by Liens on such fixed assets whether or not assumed by the
Company or a Restricted Subsidiary shall not exceed an amount equal to 100% of
the lesser of the total purchase price or fair market value at the time of
acquisition of such fixed assets (as determined in good faith by the chief
financial officer of the Company), and (iii) all such Indebtedness shall have
been incurred within the applicable limitations provided in Section 10.2(a) and
Section 10.2(b);

(h) Liens renewing, extending or refunding any
Lien permitted by paragraphs (f) or (g) of this Section 10.5, provided that (i)
at the time of such extension, renewal or refunding and after giving effect
thereto, no Default or Event of Default exists, (ii) the principal amount of
Indebtedness secured by such Lien immediately prior to such extension, renewal
or refunding is not increased or the maturity thereof reduced, and (iii) such
Lien is not extended to any other property of the Company or any Restricted
Subsidiary;

(i) other Liens not otherwise permitted by
paragraphs (a) through (h), provided that the Indebtedness secured thereby is
permitted pursuant to Section 10.2(b)(3) or Section 10.2(b)(4), as the case may
be; and

(j) Liens on Rule 12b-1 Fees, contingent deferred
sales charges, other substantially similar fees, charges, expenses or
liabilities permitted under applicable law, and trade finance receivables and
the proceeds thereof, provided that the Debt secured thereby is permitted
pursuant to Section 10.2(b)(8).


For the purposes of this Section 10.5, any Person becoming a Restricted
Subsidiary after the date of this Agreement shall be deemed to have incurred all
of its then outstanding Liens at the time it becomes a Restricted Subsidiary,
and any Person extending, renewing or refunding any Indebtedness secured by any
Lien permitted pursuant to Section 10.5(i) shall be deemed to have incurred such
Lien at the time of such extension, renewal or refunding.

Section 10.6. Investments. The Company will not, and
will not permit any Restricted Subsidiary to, make any Investments,
other than :
(a) Investments existing as of the date of the
Closing and reflected on Schedule 10.6(a);

(b) Investments by the Company and its Restricted
Subsidiaries in and to Subsidiaries, including any Investment in a corporation
which, after giving effect to such Investment, will become a Subsidiary;

(c) Investments in commercial paper maturing in
270 days or less from the date of acquisition which, at the time of acquisition
by the Company or any Restricted Subsidiary, is accorded the highest rating by
S&P, Moody's or other nationally recognized credit rating agency of similar
standing;

(d) Investments in direct obligations of the
United States of America or any agency or instrumentality of the United States
of America, the payment or guarantee of which constitutes a full faith and
credit obligation of the United States of America, in either case, maturing in
twelve months or less from the date of acquisition thereof;

(e) Investments in certificates of deposit
maturing within one year from the date of

92

acquisition thereof, issued by an Acceptable Bank;

(f) Investments in property to be used in the
ordinary course of business of the Company and its Restricted Subsidiaries,
including assets designated as loans receivable available for sale in accordance
with GAAP;

(g) Investments in new mutual funds or other
pooled investment vehicles sponsored, managed or administered by the Company or
any Restricted Subsidiary, provided that the amount of any Investment in any new
mutual fund or other pooled investment vehicle administered (but not sponsored
or managed) by the Company or any Restricted Subsidiary shall not exceed the
lesser of (A) $500,000, or (B) the minimum amount of such Investment required by
applicable law;

(h) Investments in the Company's common stock
related to a disclosed stock repurchase or buy-back plan;

(i) Investments in Repurchase Agreements with a
term of not more than 365 days; and

(j) Restricted Investments, provided that
immediately after giving effect thereto the aggregate outstanding value of all
such Restricted Investments (valued immediately after giving effect thereto)
would not exceed the greater of (A) $6,000,000 and (B) 5% of Consolidated Net
Worth determined as of the date such Restricted Investment is made.


In valuing any Investments for the purpose of applying the limitations set
forth in this Section 10.6, such Investments shall be taken at the original
cost thereof, without allowance for any subsequent write-offs or appreciation
or depreciation therein, but less any amount repaid or recovered on account
of capital or principal.


For purposes of this Section 10.6, at any time when a corporation becomes a
Restricted Subsidiary, all Investments of such corporation at such time
shall be deemed to have been made by such corporation, as a Restricted
Subsidiary, at such time.

Section 10.7. Changes in Status of Subsidiaries.
(a) So long as no Default or Event of Default shall have occurred and
be continuing, the Board of Directors of the Company may at any time
and from time to time, upon not less than 30 days' prior written notice
given to each holder of Notes, designate a previously Unrestricted
Subsidiary (including a new Subsidiary designated on the date of its
formation) which satisfies the requirements of clauses (i) and (ii) of
the definition of "Restricted Subsidiary" contained in Exhibit B as a
Restricted Subsidiary, provided that (1) immediately after such
designation and after giving effect thereto no Default or Event of
Default shall have occurred and be continuing and (2) after giving
effect to such designation, the Consolidated Net Income of all Foreign
Subsidiaries of the Company for the then most recently completed fiscal
quarter shall not exceed 10% of the Consolidated Net Income of the
Company and its Restricted Subsidiaries for the then most recently
completed fiscal quarter, and provided, further, that any Subsidiary
(other than a new Subsidiary designated a Restricted Subsidiary on the
date of its formation) which is designated a Restricted Subsidiary by
the Board of Directors of the Company subsequent to the date of this
Agreement and thereafter is designated by the Board of Directors of the
Company, or becomes, an Unrestricted Subsidiary, may not be
redesignated a Restricted Subsidiary.
(b) So long as no Default or Event of Default shall have
occurred and be continuing, the Board of Directors of the Company may at any
time and from time to time, upon not less than 30 days' prior written notice
given to each holder of Notes, designate a previously Restricted Subsidiary as
an Unrestricted Subsidiary, provided that immediately after such designation and
after giving effect thereto (i) no Default or Event of Default shall have
occurred and be continuing, and (ii) either (1) such Subsidiary shall not have
any continuing investment in the Company or any other Restricted Subsidiary not
being simultaneously designated an Unrestricted Subsidiary, or (2) after giving
effect to such designation, (x) any Debt of the Company and any other Restricted
Subsidiary to such Subsidiary being designated an Unrestricted Subsidiary
(including Guaranties of Debt of such Subsidiary being designated an
Unrestricted Subsidiary) shall be deemed Debt incurred by the Company or such
other Restricted Subsidiary at the time of such sale, transfer or disposition
and (y) any shares of stock of the Company and any other Restricted Subsidiary
held by such Subsidiary being designated an Unrestricted Subsidiary shall be
deemed to have been issued and sold to such Subsidiary being designated an
Unrestricted Subsidiary by the Company or such other Restricted Subsidiary for
purposes of Section 10.4, and provided, further, that any Subsidiary which is
designated by the Board of Directors of the Company, or becomes, an Unrestricted
Subsidiary subsequent to the date of this

93

Agreement and thereafter is designated by the Board of Directors of the Company
a Restricted Subsidiary, may not be redesignated an Unrestricted Subsidiary.
(c) Any notice of designation pursuant to this Section
10.7 shall be accompanied by a certificate signed by a Responsible Officer of
the Company stating that the provisions of this Section 10.7 have been complied
with in connection with such designation and setting forth the name of each
other Subsidiary (if any) which has or will become a Restricted Subsidiary or an
Unrestricted Subsidiary, as the case may be, as a result of such designation.
Section 10.8. Transactions with Affiliates. The
Company will not and will not permit any Restricted Subsidiary to enter
into directly or indirectly any Material transaction or Material group
of related transactions (including without limitation the purchase,
lease, sale or exchange of properties of any kind or the rendering of
any service) with any Affiliate (other than the Company or another
Restricted Subsidiary), except pursuant to the reasonable requirements
of the Company's or such Restricted Subsidiary's business and upon fair
and reasonable terms no less favorable to the Company or such
Restricted Subsidiary than would be obtainable in a comparable arm's-
length transaction with a Person not an Affiliate.
Section 11. Events of Default.

An "Event of Default" shall exist if any of the following conditions or events
shall occur and be continuing:
(a) the Company defaults in the payment of any
principal or Make-Whole Amount, if any, on any Note when the same becomes due
and payable, whether at maturity or at a date fixed for prepayment or by
declaration or otherwise; or

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

(c) the Company defaults in the performance of or
compliance with any term contained in Sections 10.1, 10.2(a), 10.2(b)(3),
10.2(b)(4), 10.2(b)(6), 10.3, 10.4, 10.5(g), 10.5(h), 10.5(i) or 10.6(i) and
such default is not remedied within five Business Days after the earlier of (i)
a Responsible Officer obtaining actual knowledge of such default and (ii) the
Company receiving written notice of such default from any holder of a Note; or

(d) the Company defaults in the performance of or
compliance with any term contained in Section 8, 9 or 10 (other than those
referred to in paragraphs (a), (b) and (c) of this Section 11) and such default
is not remedied within 30 days after the earlier of (i) a Responsible Officer
obtaining actual knowledge of such default and (ii) the Company receiving
written notice of such default from any holder of a Note; or

(e) the Company defaults in any material respect
in the performance of or compliance with any term contained herein (other than
those referred to in paragraphs (a), (b), (c) and (d) of this Section 11) and
such default is not remedied within 60 days after the earlier of (i) a
Responsible Officer obtaining actual knowledge of such default and (ii) the
Company receiving written notice of such default from any holder of a Note; or

(f) any representation or warranty made in
writing by or on behalf of the Company or by any officer of the Company in this
Agreement or in any writing furnished in connection with the transactions
contemplated hereby proves to have been false or incorrect in any material
respect on the date as of which made and, if the fact, circumstance or condition
that is the subject of such representation or warranty can be made true and
correct, such fact, circumstance or condition is not made true and correct
within 30 days after the earlier of (i) a Responsible Officer obtaining actual
knowledge thereof and (ii) the Company receiving written notice thereof from any
holder of a Note; or

(g) (i) the Company or any Restricted Subsidiary
is in default (as principal or as guarantor or other surety) in the payment of
any principal of or premium or make-whole amount or interest on any Indebtedness
that is outstanding in an aggregate principal amount of at least $5,000,000
beyond any period of grace provided with respect thereto, or (ii) the Company or
any Restricted Subsidiary is in default in the performance of or compliance with
any term of any evidence of any Indebtedness in an aggregate outstanding
principal amount of at least $5,000,000 or of any mortgage, indenture or other
agreement relating thereto or any other condition exists, and as a consequence
of such default or condition such Indebtedness has become, or has been declared
due and payable before its stated maturity or before its regularly scheduled
dates of payment; or

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

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

(j) a final judgment or judgments for the payment
of money aggregating in excess of $5,000,000 are rendered against one or more of
the Company and its Restricted Subsidiaries and which judgments are not, within
90 days after entry thereof, bonded, discharged or stayed pending appeal; or

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


As used in Section 11(k), the terms "employee benefit plan" and "employee
welfare benefit plan" shall have the respective meanings assigned to such terms
in Section 3 of ERISA.
Section 12. Remedies on Default, Etc.
Section 12.1. Acceleration. (a) If an Event of
Default with respect to the Company described in paragraph (h) or (i)
of Section 11 has occurred, all the Notes then outstanding shall
automatically become immediately due and payable.
(b) If any Event of Default described in paragraph (a) or
(b) of Section 11 has occurred and is continuing, any holder or holders of Notes
at the time outstanding may at any time, at its or their option, by written
notice or notices to the Company, declare all the Notes then outstanding to be
immediately due and payable.
(c) If any other Event of Default has occurred and is
continuing, any holder or holders of more than 51% or more in principal amount
of the Notes at the time outstanding may at any time at its or their option, by
written notice or notices to the Company, declare all the Notes then outstanding
to be immediately due and payable.

Upon any Notes becoming due and payable under this Section 12.1, whether
automatically or by declaration, such Notes will forthwith mature and the entire
unpaid principal amount of such Notes, plus (i) all accrued and unpaid interest
thereon and (ii) the Make-Whole Amount determined in respect of such principal
amount (to the full extent permitted by applicable law), shall all be
immediately due and payable, in each and every case without presentment, demand,
protest or further notice, all of which are hereby waived. The Company
acknowledges, and the parties hereto agree, that each holder of a Note has the
right to maintain its investment in the Notes free from repayment by the Company
(except as herein specifically provided for) and that the provision for payment
of a Make-Whole Amount by the Company in the event that the Notes are prepaid or
are accelerated as a result of an Event of Default, is intended to provide
compensation for the deprivation of such right under such circumstances.

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

Section 12.3. Rescission. At any time after any
Notes have been declared due and

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payable pursuant to clause (b) or (c) of Section 12.1, the holders of
not less than 51% in principal amount of the Notes then outstanding, by
written notice to the Company, may rescind and annul any such
declaration and its consequences if (a) the Company has paid all
overdue interest on the Notes of each series, all principal of and
Make-Whole Amount, if any, on any Notes of each series that are due and
payable and are unpaid other than by reason of such declaration, and
all interest on such overdue principal and Make-Whole Amount, if any,
and (to the extent permitted by applicable law) any overdue interest in
respect of the Notes of each series, at the respective Default Rates,
(b) all Events of Default and Defaults, other than non-payment of
amounts that have become due solely by reason of such declaration, have
been cured or have been waived pursuant to Section 17, and (c) no
judgment or decree has been entered for the payment of any monies due
pursuant hereto or to the Notes. No rescission and annulment under this
Section 12.3 will extend to or affect any subsequent Event of Default
or Default or impair any right consequent thereon.

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

Section 13. Registration; Exchange; Substitution of Notes.

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

Section 13.2. Transfer and Exchange of Notes. Upon
surrender of any Note at the principal executive office of the Company
for registration of transfer or exchange (and in the case of a
surrender for registration of transfer, duly endorsed or accompanied by
a written instrument of transfer duly executed by the registered holder
of such Note or such holder's attorney duly authorized in writing and
accompanied by the address for notices of each transferee of such Note
or part thereof), the Company shall execute and deliver, at the
Company's expense (except as provided below), one or more new Notes of
the same series (as requested by the holder thereof) in exchange
therefor, in an aggregate principal amount equal to the unpaid
principal amount of the surrendered Note. Each such new Note shall be
payable to such Person as such holder may request and shall be
substantially in the form of Exhibit 1-A or 1-B, as the case may be
(including, without limitation, the legend set forth therein). Each
such new Note shall be dated and bear interest from the date to which
interest shall have been paid on the surrendered Note or dated the date
of the surrendered Note if no interest shall have been paid thereon.
The Company may require payment of a sum sufficient to cover any stamp
tax or governmental charge imposed in respect of any such transfer of
Notes. Notes shall not be transferred in denominations of less than (a)
$1,000,000, in the case of a transfer to an existing holder of the
Notes, and (b) $5,000,000, in the case of any other transfer of the
Notes, provided that if necessary to enable the registration of
transfer by a holder of its entire holding of Notes, one Note may be in
a denomination of less than $5,000,000 or $1,000,000, as the case may
be. Any transferee, by its acceptance of

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a Note registered in its name (or the name of its nominee), shall be deemed to
make the representations set forth in Section 6.

Anything contained in this Section 13.2 to the contrary notwithstanding.
Notes shall not be transferred to any transferee, unless such transferee first
delivers to the Company a duly authorized certificate, wherein the transferee
makes the representations set forth in Section 6 (including, without limitation
a representation that at least one of the representations set forth in Section
6.2, as required to be made by a transferee of the Notes, is accurate) and
agrees to be subject to the undertakings and obligations required of a holder of
Notes hereunder and under the Notes.

Section 13.3. Replacement of Notes. Upon receipt by
the Company of evidence reasonably satisfactory to it of the ownership
of and the loss, theft, destruction or mutilation of any Note (which
evidence shall be, in the case of an Institutional Investor, notice
from such Institutional Investor of such ownership and such loss,
theft, destruction or mutilation), and

(a) in the case of loss, theft or destruction, of
indemnity reasonably satisfactory to it (provided that if the holder of such
Note is, or is a nominee for, an original Purchaser or another holder of a Note
with a minimum net worth of at least $250,000,000, such Person's own unsecured
agreement of indemnity shall be deemed to be satisfactory), or

(b) in the case of mutilation, upon surrender and
cancellation thereof, the Company at its own expense shall execute and deliver,
in lieu thereof, a new Note of the same series, dated and bearing interest from
the date to which interest shall have been paid on such lost, stolen, destroyed
or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated
Note if no interest shall have been paid thereon.

Section 14. Payments on Notes.

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

Section 14.2. Home Office Payment. So long as any
Purchaser or its nominee shall be the holder of any Note, and
notwithstanding anything contained in Section 14.1 or in such Note to
the contrary, the Company will pay all sums becoming due on such Note
for principal, Make-Whole Amount, if any, and interest by the method
and at the address specified for such purpose below such Purchaser's
name in Schedule A, or by such other method or at such other address as
such Purchaser shall have from time to time specified to the Company in
writing for such purpose, without the presentation or surrender of such
Note or the making of any notation thereon, except that upon written
request of the Company made concurrently with or reasonably promptly
after payment or prepayment in full of any Note, such Purchaser shall
surrender such Note for cancellation, reasonably promptly after any
such request, to the Company at its principal executive office or at
the place of payment most recently designated by the Company pursuant
to Section 14.1. The Company will afford the benefits of this Section
14.2 to any Institutional Investor that is the direct or indirect
transferee of any Note purchased by any Purchaser under this Agreement
and that has made the same agreement relating to such Note as such
Purchaser has made in this Section 14.2.

Section 15. Expenses, Etc.

Section 15.1. Transaction Expenses. Whether or not
the transactions contemplated hereby are consummated, the Company will
pay all reasonable costs and expenses (including reasonable attorneys'
fees of a special counsel and, if reasonably required, local or other
counsel) incurred by any Purchaser or holder of a Note in connection
with such transactions and in connection with any amendments, waivers
or consents under or in respect of this Agreement or the Notes (whether
or not such amendment, waiver or consent becomes effective), including,
without limitation: (a) the costs and expenses incurred in enforcing or
defending (or determining whether or how to enforce or defend) any
rights under this Agreement or

97

the Notes or in responding to any supoena or other legal process or
informal investigative demand issue in connection with this Agreement
or the Notes, or by reason of being a holder of any Note, and (b) the
costs and expenses, including financial advisors' fees, incurred in
connection with the insolvency or bankruptcy of the Company or any
Restricted Subsidiary or in connection with any work-out or
restructuring of the transactions contemplated hereby and by the Notes.
The Company will pay, and will save each of the Purchasers and each
other holder of a Note harmless from, all claims in respect of any
fees, costs or expenses if any, of brokers and finders (other than
those retained by such Purchaser).

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

Section 16. Survival of Representations and Warranties; Entire Agreement.

All representations and warranties of the parties hereto contained herein
shall survive the execution and delivery of this Agreement and the Notes, the
purchase or transfer by each of the Purchasers of any Note or portion thereof or
interest therein and the payment of any Note, and may be relied upon by any
subsequent holder of a Note, regardless of any investigation made at any time by
or on behalf of such Purchaser or any other holder of a Note. All statements
contained in any certificate or other instrument delivered by or on behalf of
the Company or the holder of any Note pursuant to this Agreement shall be deemed
representations and warranties of such party under this Agreement. Subject to
the preceding sentence, this Agreement and the Notes embody the entire agreement
and understanding between each of the Purchasers and the Company and supersede
all prior agreements and understandings relating to the subject matter hereof.

Section 17. Amendment and Waiver.

Section 17.1. Requirements. This Agreement and the
Notes may be amended, and the observance of any term hereof or of the
Notes may be waived (either retroactively or prospectively), with (and
only with) the written consent of the Company and the Required Holders,
except that (a) no amendment or waiver of any of the provisions of
Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is
used therein), will be effective as to any Purchaser unless consented
to by such Purchaser in writing, and (b) no such amendment or waiver
may, without the written consent of the holder of each Note at the time
outstanding affected thereby, (i) subject to the provisions of Section
12 relating to acceleration or rescission, change the amount or time of
any prepayment or payment of principal of, or change the rate or the
time of payment or method of computation of interest or of the Make-
Whole Amount on, the Notes, (ii) change the percentage of the principal
amount of the Notes the holders of which are required to consent to any
such amendment or waiver, or (iii) amend any of Sections 8, 11(a),
11(b), 12, 17 or 20.

Section 17.2. Solicitation of Holders of Notes.

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

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

Section 17.3. Binding Effect, Etc. Any amendment or
waiver consented to as provided in this Section 17 applies equally to
all holders of Notes and is binding upon them and upon each future
holder of any Note and upon the Company without regard to whether such
Note has been marked to indicate such amendment or waiver. No such
amendment or waiver will extend to or affect any obligation, covenant,
agreement, Default or Event of Default not expressly amended or waived
or impair any right consequent

98

thereon. No course of dealing between the Company and the holder of any
Note nor any delay in exercising any rights hereunder or under any Note
shall operate as a waiver of any rights of any holder of such Note. As
used herein, the term "this Agreement" and references thereto shall
mean this Agreement as it may from time to time be amended or
supplemented.
Section 17.4. Notes Held by Company, Etc. Solely
for the purpose of determining whether the holders of the requisite
percentage of the aggregate principal amount of Notes then outstanding
approved or consented to any amendment, waiver or consent to be given
under this Agreement or the Notes, or have directed the taking of any
action provided herein or in the Notes to be taken upon the direction
of the holders of a specified percentage of the aggregate principal
amount of Notes then outstanding, Notes directly or indirectly owned by
the Company or any of its Affiliates shall be deemed not to be
outstanding.
Section 18. Notices.

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

(i) if to any Purchaser or its nominee, to such
Purchaser or it at the address specified for such communications in Schedule A,
or at such other address as such Purchaser or it shall have specified to the
Company in writing,

(ii) if to any other holder of any Note, to such
holder at such address as such other holder shall have specified to the Company
in writing, or

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

Notices under this Section 18 will be deemed given only when actually received.
Section 19. Reproduction of Documents.

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

Section 20. Confidential Information.

For the purposes of this Section 20, "Confidential Information" means
information delivered to any Purchaser or other holder of the Notes (each, a
"Recipient") by or on behalf of the Company or any Subsidiary in connection with
the transactions contemplated by or otherwise pursuant to this Agreement that is
proprietary in nature and that was clearly marked or labeled or otherwise
adequately identified when received by such Recipient as being confidential
information of the Company or such Subsidiary, provided that such term does not
include information that (a) was publicly known or otherwise known to such
Recipient prior to the time of such disclosure, (b) subsequently becomes
publicly known through no act or omission by such Recipient or any Person acting
on such Recipient's behalf, (c) otherwise becomes known to such Recipient other
than through disclosure by the Company or any Subsidiary or (d) constitutes
financial statements delivered to such Recipient under Section 7.1 that are
otherwise publicly available. Each of the Recipients will maintain the
confidentiality of such Confidential Information received by such Recipient in
accordance with procedures adopted by such Recipient in good faith and using its
best efforts to protect confidential information of third parties delivered to
it, provided that such Recipient may deliver or disclose Confidential
Information to (i) such Recipient's directors, trustees, officers, employees,
agents, attorneys and affiliates (to the extent such

99

disclosure reasonably
relates to the administration of the investment represented by its Notes), (ii)
such Recipient's financial advisors and other professional advisors who agree to
hold confidential the Confidential Information substantially in accordance with
the terms of this Section 20, (iii) any other holder of any Note, (iv) any
Institutional Investor to which such Recipient sells or offers to sell such Note
or any part thereof or any participation therein (if such Person has agreed in
writing prior to its receipt of such Confidential Information to be bound by the
provisions of this Section 20), (v) any Person from which such Recipient offers
to purchase any security of the Company (if such Person has agreed in writing
prior to its receipt of such Confidential Information to be bound by the
provisions of this Section 20), (vi) any federal or state regulatory authority
having jurisdiction over such Recipient, (vii) the National Association of
Insurance Commissioners or any similar organization, or any nationally
recognized rating agency that requires access to information about such
Recipient's investment portfolio, or (viii) any other Person to which such
delivery or disclosure may be necessary or appropriate (w) to effect compliance
with any law, rule, regulation or order applicable to such Recipient, (x) in
response to any subpoena or other legal process, (y) in connection with any
litigation to which such Recipient is a party or (z) if an Event of Default has
occurred and is continuing, to the extent such Recipient may reasonably
determine such delivery and disclosure to be necessary or appropriate in the
enforcement or for the protection of the rights and remedies under its Notes and
this Agreement. Each holder of a Note, by its acceptance of a Note, will be
deemed to have agreed to be bound by and to be entitled to the benefits of this
Section 20 as though it were a party to this Agreement.

Section 21. Substitution of Purchaser.

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

Section 22. Miscellaneous.
Section 22.1. Successors and Assigns. All covenants
and other agreements contained in this Agreement by or on behalf of any
of the parties hereto bind and inure to the benefit of their respective
successors and assigns (including, without limitation, any subsequent
holder of a Note) whether so expressed or not.

Section 22.2. Payments Due on Non-Business Days.
Anything in this Agreement or the Notes to the contrary
notwithstanding, any payment of principal of or Make-Whole Amount or
interest on any Note that is due on a date other than a Business Day
shall be made on the next succeeding Business Day without including the
additional days elapsed in the computation of the interest payable on
such next succeeding Business Day.

Section 22.3. Severability. Any provision of this
Agreement that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by law) not invalidate
or render unenforceable such provision in any other jurisdiction.

Section 22.4. Construction. Each covenant contained
herein shall be construed (absent express provision to the contrary) as
being independent of each other covenant contained herein, so that
compliance with any one covenant shall not (absent such an express
contrary provision) be deemed to

100

excuse compliance with any other covenant. Where any provision herein
refers to action to be taken by any Person, or which such Person is
prohibited from taking, such provision shall be applicable whether such
action is taken directly or indirectly by such Person.

Section 22.5. Counterparts. This Agreement may be
executed in any number of counterparts, each of which shall be an
original but all of which together shall constitute one instrument.
Each counterpart may consist of a number of copies hereof, each signed
by fewer than all, but together signed by all, of the parties hereto.

Section 22.6. Governing Law. This Agreement shall be
construed and enforced in accordance with, and the rights of the
parties shall be governed by, the law of the State of New York
excluding choice-of-law principles of the law of such State that would
require the application of the laws of a jurisdiction other than such
State.

* * * * *

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