S-4

As filed with the Securities and Exchange Commission on May 4, 2006

Registration No.             

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SGS INTERNATIONAL, INC.

(Exact name of Registrant as specified in its charter)

Delaware	2796	20-3939981
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

626 West Main Street, Suite 500

Louisville, Kentucky 40202

(502) 637-5443

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

See Table of Additional Registrants Below

Benjamin F. Harmon, IV

Vice President, General Counsel and Secretary

SGS International, Inc.

626 West Main Street, Suite 500

Louisville, Kentucky 40202

(804) 672-4750

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a Copy to:

Craig L. Godshall, Esq.

Dechert LLP

Cira Centre

2929 Arch Street

Philadelphia, Pennsylvania 19104

(215) 994-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
12% Senior Subordinated Notes due 2013	$200,000,000	100%	$200,000,000	$21,400
Guarantees(2)	$200,000,000	—	—	N/A

(1) Calculated pursuant to Rule 457(f) under the Securities Act of 1933, as amended, solely for purposes of calculating the registration fee.

(2) The other companies listed in the Table of Additional Registrants below have guaranteed, jointly and severally, the 12% Senior Subordinated Notes due 2013 being registered hereby. The Guarantors are registering the Guarantees. Pursuant to Rule 457(n) under the Securities Act of 1933, no registration fee is required with respect to the Guarantees.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Table of Additional Registrants

Name	State of Incorporation or Organization	Primary Standard Industrial Classification Code Number	IRS Employer Identification No.
Southern Graphic Systems, Inc.	Kentucky	2796	54-0676916
Project Dove Holdco, Inc.	Delaware	2796	20-3967961

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 4, 2006

PROSPECTUS

SGS INTERNATIONAL, INC.

OFFER TO EXCHANGE

$200,000,000 12% Senior Subordinated Notes due 2013 and related Guarantees

for all outstanding 12% Senior Subordinated Notes due 2013

The exchange offer expires at 5:00 p.m., New York City time, on                     , 2006, unless extended.

Terms of the exchange offer:

• We will exchange all old notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.

• You may withdraw tenders of old notes at any time prior to the expiration of the exchange offer.

• We believe that the exchange of old notes will not be a taxable event for U.S. federal income tax purposes, but you should see “Summary of certain United States federal income tax considerations” on page 123 for more information.

• We will not receive any proceeds from the exchange offer.

• The terms of the new notes are substantially identical to the old notes, except that the new notes are registered under the Securities Act of 1933 and the transfer restrictions and registration rights applicable to the old notes do not apply to the new notes.

See “ Risk factors” beginning on page 14 for a discussion of risks that should be considered by holders prior to tendering their old notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2006

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	1
RISK FACTORS	14
USE OF PROCEEDS	26
CAPITALIZATION	27
UNAUDITED PRO FORMA FINANCIAL INFORMATION	28
SELECTED FINANCIAL DATA	30
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	32
BUSINESS	41
MANAGEMENT	54
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	64
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	65
DESCRIPTION OF OTHER INDEBTEDNESS	68
THE EXCHANGE OFFER	71
DESCRIPTION OF THE NOTES	80
SUMMARY OF CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS	123
PLAN OF DISTRIBUTION	127
LEGAL MATTERS	128
EXPERTS	128
WHERE YOU CAN FIND MORE INFORMATION	128
FINANCIAL STATEMENTS	F-1
INFORMATION NOT REQUIRED IN THE PROSPECTUS	II-1
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	II-1
SIGNATURES	II-10

This prospectus incorporates important business and financial information that is not included in or delivered with this document. This information is available without charge upon written or oral request. Such request may be made in writing to 626 West Main Street, Suite 500, Louisville, Kentucky 40202, attn: General Counsel, or orally to Benjamin F. Harmon, IV, at (804) 672-4750. To obtain this information in a timely fashion, you must request such information no later than five business days before                     , 2006, which is the date on which the exchange offer expires (unless we extend the exchange offer as described herein).

You should rely only on the information contained in this prospectus and any supplement, including any other information to which we have referred you. See “Where you can find more information.” We have not authorized anyone to provide you with information that is different. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus.

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended, which we refer to as the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities.

MARKET AND OTHER DATA

Market data and other statistical information used throughout this prospectus are based on independent industry publications, government publications, reports by market research firms or other published independent sources. Some data are also based on our good faith estimates, which are derived from our review of internal surveys. Although we believe these sources are reliable, we have not independently verified the information or any of the data or analyses underlying such information.

FORWARD-LOOKING STATEMENTS

This prospectus contains statements about future events and expectations that are “forward-looking statements.” These statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or the negative use of these terms or other comparable terminology. Any statement in this prospectus that is not a statement of historical fact may be deemed to be a forward-looking statement. You should read statements that contain these words carefully because they:

• discuss future expectations;

• contain projections of future results of operations or financial condition; or

• state other “forward-looking” information.

We believe it is important to communicate our expectations to holders of our notes. However, there may be events in the future that we are not able to accurately predict or over which we have no control. The risk factors and cautionary language discussed in this prospectus provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in our forward-looking statements, including among other things:

• retention of existing customers and acquisition of new customers;

• graphic products industry trends, including greater than anticipated pricing pressures, product and service rates and factors affecting supply and demand; and

• our ability to execute our business plan, including the costs of and ability to integrate acquisitions.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. For a discussion of some of these factors, see “Risk factors,” beginning on page 14 of this prospectus. Except as required by applicable laws and regulations, we undertake no obligation to update our forward-looking statements to reflect events or circumstances occurring after the date of this prospectus or to reflect the occurrence of unanticipated events.

ii

PROSPECTUS SUMMARY

The following summary highlights selected material information contained in this prospectus but does not contain all the information that may be important to you. For a more complete understanding of this offering, we encourage you to read this entire prospectus. The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements, including the notes thereto, appearing elsewhere in this prospectus.

SGS International, Inc. will be the issuer of the new notes offered hereby. The acquisition of the business of Southern Graphic Systems, Inc. by the Issuer, the offering and sale of the old notes and the entry into our senior secured credit facility described in this prospectus are collectively referred to herein as the “Transactions.” The Transactions were consummated on a substantially concurrent basis. Prior to the completion of the Transactions, SGS International, Inc. did not engage in any significant activities other than those incident to its formation and the Transactions.

Unless otherwise indicated, the term “Issuer” or “Registrant” refers to SGS International, Inc., the terms “Company,” “we,” “our” and “us,” as used in this prospectus refer to SGS International, Inc. and its subsidiaries after giving effect to the completion of the Transactions, the term “old notes” refers to the $200 million aggregate principal amount of 12% senior subordinated notes due 2013 issued on December 30, 2005, and the term “new notes” refers to the $200 million aggregate principal amount of 12% senior subordinated notes due 2013 offered in exchange for the old notes pursuant to this prospectus and the term “notes” refers collectively to the old notes and the new notes.

THE COMPANY

We are a global leader in the digital imaging and communication industry and offer design-to-print graphic services to the international consumer products packaging market. We offer a full spectrum of innovative digital solutions that streamline the capture, management, execution and distribution of graphics information. Our brand development, creative design, prepress, image carriers and print support services are utilized in each of the three main printing processes: flexography, gravure and lithography. Our customers, many of which we have served for over 20 years, include large branded consumer products companies, mass merchant retailers and the printers and converters that service them. Our services ensure that our customers are able to obtain or produce consistent, high quality packaging materials often on short turnaround times. For the year ended December 31, 2005, we had pro forma sales of $287.6 million and pro forma EBITDA of $57.8 million.

We have over 1,300 customers and our top ten customers accounted for 38% of sales for fiscal 2005. We have 30-year relationships on average with these top ten customers. Approximately half of our revenue is derived from contractual relationships. In addition, our services are provided on short lead times and require significant interaction with customers resulting in a familiarity with workflows that we believe could not be replicated easily by our competitors. Our services require skilled, highly trained technicians that are familiar with computerized design, image manipulation and assembly. Substantially all of our over 1,680 employees, who work in our non-union facilities, utilize the latest graphic services technologies and standards and also know the printing press specifications of converters and printers that utilize our image carriers. We have 30 Company locations and 29 on-site and seven facility-managed locations in North America We recently entered the European market through the acquisition of UK-based MCG Graphics Limited, or MCG, and have four locations in the UK. Our on-site and facility-managed locations are characterized by the deployment of our personnel at a customer’s location and are a component of our customer relations strategy. Additionally, we often provide unique or customized services based on customer specification and seek to deliver our image carriers to converters and printers as soon as they are produced, which requires our locations to be at or near our customers.

1

Our services are used in the production of various forms of packaging including folding cartons, corrugated boxes, cans, trays, containers, bags, pouches, labels, wraps and related point-of-sale and promotional articles. Just under half of our fiscal 2005 sales were to food and beverage consumer products companies or the printers and converters that service them and we believe these sectors have graphic services demand characteristics that are more favorable than the overall consumer products sector. We believe the consumer products sector demands shorter turnaround and delivery times, is dependent on an increasing number of SKUs to compete for shelf space and market share, recognizes the importance of package appearance to customers and is undergoing a shift toward global brand consistency and awareness. In addition to growth in packaging volume, demand for our services is generated by new product launches, brand portfolio changes that result from either consolidations or divestitures, design refreshing and promotional or seasonal events, changes in labeling requirements, changes in packaging products and changing consumer tastes.

INDUSTRY OVERVIEW

We estimate that the global graphic services industry for consumer packaging products is approximately $6.0 billion, and the North American sector of the industry is approximately $2.0 billion. Our industry is highly fragmented with hundreds of market participants, only a small number of which have annual revenues in excess of $20.0 million. We believe the global graphic services market will continue to undergo consolidation and that our industry will see more attrition as customer service expectations increase and smaller providers are unable to meet customer demands. Specifically, we believe our customers increasingly value advanced systems and technologies, state-of-the-art equipment and highly-skilled personnel, and have begun to pursue brand globalization strategies.

COMPETITIVE STRENGTHS

Leading provider of graphic services

We believe we are the second largest domestic provider of digital imaging graphic services to the international consumer products packaging industry. We believe there are only two other companies in the domestic graphic services industry with revenue in excess of $100.0 million and that only a small number of our competitors have annual revenues in excess of $20.0 million. We utilize the leading graphic technologies and standards and retain the highest quality skilled technicians, thereby allowing us to meet our customers’ most exacting requirements. We believe our scale allows us to more effectively manage our cost structure and optimize the efficiencies of our assets. We also believe our leading market position is a competitive advantage which allows us to retain existing business and compete for new business.

Design-to-print service provider

We offer a full spectrum of innovative digital solutions to our customers, including brand development, creative design, prepress, image carriers and print support. We also offer our customers enterprise solutions including workflow management and digital asset management. Our services support the three main printing processes: flexography, gravure and lithography. We believe our customers value our broad product offering and will increasingly rely on us to provide their graphic services needs.

Stable, large-scale competitor

We believe we are one of three domestic graphic design services providers with revenues in excess of $100.0 million serving global consumer products packaging customers. Our size allows us to support our customers at multiple facilities, invest in and implement the latest technologies and pursue acquisitions. We have also been able to maintain EBITDA margins in excess of 20% since fiscal 2001 by implementing best practices across our facilities, efficiently allocating resources and implementing synergies in acquired businesses. We believe our scale will allow us to continue to operate efficiently and benefit from the increasing importance of

2

packaging in the global consumer branded products market. We also believe that our services are somewhat resistant to economic cycles since our target end-markets exhibit relative stability, our services are a relatively small portion of our customers’ overall package cost and packaging and design changes are often viewed as fixed costs within our customers’ marketing budgets. Nevertheless, our fiscal 2005 personnel cost represented approximately 56% of our total costs and we believe we would be able to quickly react to a reduction in the demand for our services.

Blue chip customer base with long-standing relationships

We serve a blue chip client base of consumer products companies including Kraft, Procter & Gamble and Nestlé, as well as the printers and converters that serve them, including Bemis, Smurfit Stone and Mead Westvaco. We have 30-year relationships on average with our top ten customers. Our largest customer represented 8% of our total fiscal 2005 revenue and our top ten customers generated 38% of our sales for fiscal 2005. We typically service our customers as sole suppliers on designated brands and service multiple brands at each customer.

Broad geographic reach with low-cost, strategically positioned footprint

We service our customers at a local level while maintaining quality standards appropriate for a global company. We have 30 locations in North America that are within close proximity to our customers’ plants. In addition, in North America we also have 29 on-site locations at our customers’ facilities and seven facility-managed locations. We recently entered the UK market through our acquisition of MCG. Our on-site and facility-managed locations are characterized by the deployment of our personnel at a customer’s location and are a component of our customer relations strategy. Additionally, we often provide unique or customized services based on customer specification and seek to deliver our image carriers to converters and printers as soon as they are produced, requiring our locations to be at or near our customers.

Expertise in identifying and integrating acquisitions

We have completed 21 acquisitions since 1999 which, as of the one-year anniversary of such acquisitions, had aggregate annual revenues of approximately $111.0 million. We consummated these acquisitions for a variety of reasons, including obtaining additional scale, acquiring a specific design or technical skill, achieving geographic diversification, strengthening existing customer relationships, forming new customer relationships or acquiring an underutilized asset that could more efficiently perform existing services within our organization. We have successfully integrated these acquisitions, improving the financial and operational performance of these assets over time by optimizing workflows and implementing best practices.

Highly experienced management team

On average, our management team has been with us and our predecessors for more than 11 years. Our management has instilled a culture that places an emphasis on cost consciousness, profitable growth and meeting targets. Additionally, our management team has consistently generated free cash flow while maintaining our leadership in service and technology trends that shape our industry. Our management team is seasoned in identifying, negotiating and integrating acquisitions.

BUSINESS STRATEGY

Provide additional services on existing business

We are a leading provider of digital imaging graphics services to the international consumer products packaging market. Our customers entrust us with their brands by utilizing our services and we value and protect that relationship. We intend to further strengthen our existing relationships by offering more products and services to

3

existing customers. The graphic work attributable to a particular product represents a small overall percentage of the packaging cost but is disproportionately important in a package’s impact and effectiveness. We believe we have been successful at increasing the amount of services provided to customers over time by providing consistently high service levels. We also provide our customers complementary services such as digital asset management and workflow management solutions. We believe our customers view many of the graphic services functions they perform in-house as non-core and will seek to outsource them to a trusted partner such as us. We intend to aggressively pursue brand development and creative design services with our consumer products customers as well as image carrier and print support services with our printer and converter customers. We believe we have the capacity and personnel skills today to allow us to service more of our customers’ graphic services needs.

Pursue new business opportunities

We intend to aggressively pursue new business opportunities. We believe our existing customers recognize our superior service levels and are looking to us to provide graphic services on brands that we do not currently service. For example, we were recently awarded the Dr. Pepper brand from our existing customer, Cadbury Schweppes. We also believe we have developed strong customer recognition and that new customers will be attracted to our suite of service offerings. For example, we have recently experienced significant growth in services to providers of private label or store brands and believe they will be an important customer base in the future as they increase their efforts to develop premium brands to compete with international brands.

Capitalize on dynamic industry trends

The technological requirements and advanced systems and equipment necessary to meet customer needs continue to accelerate. The graphic services process is becoming an all-digital workflow from design through printing. These changes require an adaptive organization that has the highly-skilled personnel to understand, implement and utilize this technology. Given the rapid pace of change in our industry, we believe our customers will continue to outsource their graphic services needs. We also believe we are better positioned to service the needs of graphic services customers than our smaller competitors.

Continue our North American acquisition strategy

Since 1999, we have completed 21 acquisitions. We will continue to strategically acquire North American businesses in our industry. We will typically look to acquire businesses with less than $20.0 million in annual revenue that offer additional scale, broaden our geographic footprint, provide a specific design or technical skill, strengthen existing customer relationships, create new customer relationships, or have underutilized assets that could more efficiently perform existing services within our organization. Our management team will continue to apply strict standards in evaluating acquisition opportunities including the businesses’ leadership, customer retention probability, employee satisfaction, strategic fit, financial targets, synergies, and time and costs of integration.

Pursue international acquisition opportunities

We believe many of our customers are in the early stages of implementing brand globalization strategies. These strategies are intended to provide consistency within their brands, including, for example, packaging, coloring and text setting. We believe these customers may look to fulfill their graphic services needs with a single provider in order to aid in the effort of providing brand consistency across regions and overseas. We believe that our recent acquisition of UK-based MCG will further strengthen our relationship with some of our top customers and better enable us to service them on a global level. We will continue to evaluate acquisition opportunities overseas and look to acquire assets that will fulfill the needs of our customers as they implement their globalization strategies.

4

THE TRANSACTIONS

We are a wholly-owned subsidiary of Southern Graphics Inc., or SGS Holdco, a Delaware corporation formed by Citigroup Venture Capital Equity Partners, LP, or CVC, for purposes of engaging in the Transactions.

On November 11, 2005, we entered into an acquisition agreement with RMC Delaware, Inc., or RMC, Southern Graphic Systems-Canada, Ltd./Systemes Graphiques Southern-Canada, Ltee., or SGS Canada, and Alcoa UK Holdings Limited, or Alcoa UK. Upon the satisfaction of the conditions set forth in the acquisition agreement, we purchased from RMC and Alcoa UK all of the issued and outstanding shares of capital stock of each of Southern Graphic Systems, Inc., or SGS, Southern Graphic Systems Mexico, S. De R.L., De. C.V., or SGS Mexico, and SGS-UK Limited, or SGS UK, and our wholly-owned Canadian subsidiary purchased from SGS Canada substantially all of SGS Canada’s assets and certain of its liabilities. As a result of our purchase of the capital stock of SGS, we also acquired all of the shares of capital stock of Mozaic Group Ltd., or Mozaic, held by SGS, representing 51% of Mozaic’s issued and outstanding shares. The acquisition of SGS, SGS Mexico, SGS UK, SGS Canada and Mozaic by us and our Canadian subsidiary is referred to herein as the Acquisition.

Pursuant to the acquisition agreement, RMC, SGS Canada and Alcoa UK were paid a total purchase price of approximately $407.7 million plus an estimated $1.7 million in assumed debt subject to adjustments.

SOURCES AND USES

The Acquisition was financed by:

• a cash equity investment in the Issuer by SGS Holdco,

• borrowing by us and our Canadian subsidiary under the senior secured credit facility, and

• the proceeds of the issuance of the old notes.

The sources and use of the funds for the Transactions are shown in the table below.

Sources of Funds			Uses of Funds
(in millions)			(in millions)
New senior secured term loan facility(1)	$	118.7	Acquisition consideration(2)	$	407.7
Assumed debt		1.7	Assumed debt		1.7
Old notes		200.0	Fees and expenses(3)		18.0
Cash equity investment		107.0
Total sources of funds	$	427.4	Total uses of funds	$	427.4

(1) At the closing of the Transactions, we had total revolving loan availability under our senior secured credit facility of $35.0 million, none of which was drawn at the closing but which may be used to fund any payments required under a post-closing working capital adjustment, and total loan availability under our new senior secured acquisition facility of $40.0 million, none of which was drawn at closing. Up to $20.0 million of our senior secured revolving credit facility is available for borrowings by our Canadian subsidiary, and up to $20.0 million of which is available for acquisitions.

(2) Reflects the total amount paid at closing in connection with the Transactions and excludes $1.7 million in assumed debt.

(3) Includes all commitment, placement and other financing fees and expenses paid in connection with the financing of the Transactions, including a fee payable to an affiliate of CVC, the initial purchasers’ discounts and commissions in connection with this offering, and all advisory, legal, accounting, printing and other fees and expenses.

5

OWNERSHIP STRUCTURE

The chart below summarizes our ownership and corporate structure after the completion of the Transactions.

(1) SGS International, Inc. is the issuer of the notes. SGS International, Inc. and Southern Graphic Systems-Canada, Co./Systemes Graphiques Southern—Canada, Co. are the borrowers under the senior secured credit facility. No borrowings were made under the revolving credit facility or the acquisition facility at closing.

(2) Project Dove Holdco, Inc. and Southern Graphic Systems, Inc. are the guarantors of the notes and also guarantee our senior secured term loan, the senior secured acquisition facility and the senior secured revolving credit facility on a senior secured basis. Our foreign subsidiaries do not provide guarantees for the notes or the US borrowings under our senior secured credit facility.

(3) Southern Graphic Systems-Canada, Co./Systemes Graphiques Southern—Canada, Co. borrowed $20.0 million under the senior secured term loan at closing. Up to $20.0 million of the senior secured revolving credit facility is available in Canadian dollars to Southern Graphic Systems-Canada, Co./Systemes Graphiques Southern—Canada, Co. and Canadian borrowings are guaranteed by us, SGS Holdco and each of our subsidiaries (other than Mozaic Group, Ltd. and its subsidiaries).

(4) Mozaic Group Ltd. and its subsidiaries are not guarantors of the notes, the senior secured term loan, the senior secured acquisition facility or the senior secured revolving credit facility.

OUR SPONSOR

Citigroup Venture Capital, one of the world’s oldest and largest private equity firms, currently manages $2.6 billion in private equity partnerships with major institutional investors. Founded in 1968, CVC has been the lead investor in over 200 transactions over the past two decades including numerous successful management buyouts for a broad range of sectors including technology, publishing/media, healthcare, business services and growth industrials.

6

CORPORATE INFORMATION

All of our capital stock is owned by SGS Holdco. The capital stock of SGS Holdco is held by CVC, members of our management team and certain other third parties.

SGS International, Inc. is a Delaware corporation. Our principal executive offices are located at 626 West Main Street, Suite 500, Louisville, Kentucky 40202 and our telephone number at that address is 502-637-5443.

THE EXCHANGE OFFER

On December 30, 2005, we issued and sold $200 million aggregate principal amount of 12% Senior Subordinated Notes due 2013. In connection with this sale, we entered into a registration rights agreement with the initial purchasers of the old notes in which we agreed to deliver this prospectus to you and to complete an exchange offer for the old notes.

Notes Offered Up to $200 million aggregate principal amount of 12% Senior Subordinated Notes due 2013, which have been registered under the Securities Act.

The terms of the new notes and old notes are identical in all material respects, except that

• the new notes have been registered under the federal securities laws and will not bear any legend restricting their transfer;

• certain registration rights applicable to the old notes do not apply to the new notes; and

• the new notes bear a different CUSIP number than the old notes.

You are urged to read the discussions under the heading “—The new notes” in this Summary for further information regarding the new notes.

The Exchange Offer We are offering to exchange $1,000 principal amount of each of our 12% Senior Subordinated Notes due 2013 for each $1,000 principal amount of our outstanding 12% Senior Notes due 2013.

In this prospectus, the term “exchange offer” means the offer to exchange new notes for old notes in accordance with the terms set forth in this prospectus and the accompanying letter of transmittal. You are entitled to exchange your old notes for new notes.

Expiration Date; Withdrawal of Tender The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2006, or such later date and time to which it may be extended by us. The tender of old notes pursuant to the exchange offer may be withdrawn at any time prior to the expiration date of the exchange offer. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder thereof promptly after the expiration or termination of the exchange offer.

7

Conditions to the Exchange Offer Our obligation to accept for exchange, or to issue new notes in exchange for, any old notes is subject to customary conditions relating to compliance with any applicable law or any applicable interpretation by the staff of the SEC, the receipt of any applicable governmental approvals and the absence of any actions or proceedings of any governmental agency or court which could materially impair our ability to consummate the exchange offer. See “The exchange offer—Conditions to the exchange offer.”

Procedures for Tendering Old Notes If you wish to accept the exchange offer and tender your old notes, you must either:

• complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, in accordance with its instructions and the instructions in this prospectus, and mail or otherwise deliver such letter of transmittal, or the facsimile, together with the old notes and any other required documentation, to the exchange agent at the address set forth herein; or

• if old notes are tendered pursuant to book-entry procedures, the tendering holder must deliver a completed and duly executed letter of transmittal or arrange with the Depository Trust Company, or DTC, to cause an agent’s message to be transmitted through DTC’s Automated Tender Offer Program System with the required information (including a book-entry confirmation) to the exchange agent.

See “The exchange offer—Procedures for tendering old notes.”

Broker-Dealers Each broker-dealer that receives new notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver an prospectus in connection with any resale of such new notes. See “Plan of distribution.”

Use of Proceeds We will not receive any proceeds from the exchange offer. See “Use of proceeds.”

Exchange Agent Wells Fargo Bank, N.A. is serving as the exchange agent in connection with the exchange offer.

Federal Income Tax Considerations The exchange of old notes for new notes pursuant to the exchange offer should not be a taxable event for federal income tax purposes. See “Summary of certain United States federal income tax considerations.”

8

CONSEQUENCES OF EXCHANGING OLD NOTES PURSUANT TO THE EXCHANGE OFFER

Based on certain interpretive letters issued by the staff of the Securities and Exchange Commission (“SEC”) to third parties in unrelated transactions, we are of the view that holders of old notes (other than any holder who is an “affiliate” of our company within the meaning of Rule 405 under the Securities Act) who exchange their old notes for new notes pursuant to the exchange offer generally may offer the new notes for resale, resell such new notes and otherwise transfer the new notes without compliance with the registration and prospectus delivery provisions of the Securities Act, provided:

• the new notes are acquired in the ordinary course of the holders’ business;

• the holders have no arrangement with any person to participate in a distribution of the new notes; and

• neither the holder nor any other person is engaging in or intends to engage in a distribution of the new notes.

Each broker-dealer that receives new notes for its own account in exchange for old notes must acknowledge that it will deliver an prospectus in connection with any resale of the new notes. See “Plan of distribution.” In addition, to comply with the securities laws of applicable jurisdictions, the new notes may not be offered or sold unless they have been registered or qualified for sale in the applicable jurisdiction or in compliance with an available exemption from registration or qualification. We have agreed, under the registration rights agreement and subject to limitations specified in the registration rights agreement, to register or qualify the new notes for offer or sale under the securities or blue sky laws of the applicable jurisdictions as any holder of the notes reasonably requests in writing. If a holder of old notes does not exchange the old notes for new notes according to the terms of the exchange offer, the old notes will continue to be subject to the restrictions on transfer contained in the legend printed on the old notes. In general, the old notes may not be offered or sold, unless registered under the Securities Act, except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Holders of old notes do not have any appraisal or dissenters’ rights under the Delaware General Corporation Law in connection with the exchange offer. See “The exchange offer—Resales of new notes.”

The old notes are currently eligible for trading in the Private Offerings, Resales and Trading through Automated Linkages (PORTAL) market. Following commencement of the exchange offer but prior to its completion, the old notes may continue to be traded in the PORTAL market. Following completion of the exchange offer, the new notes will not be eligible for PORTAL trading.

9

THE NEW NOTES

The following summary describes the principal terms of the new notes. Some of the terms and conditions described below are subject to important limitations and exceptions. The “Description of notes” section of this prospectus contains a more detailed description of the terms and conditions of the notes.

Issuer SGS International, Inc.

Notes Offered $200 million aggregate principal amount of 12% Senior Subordinated Notes due 2013.

Maturity Date December 15, 2013.

Interest Payments The notes will bear interest at a rate of 12% per year from and including the issue date, payable semi-annually, in arrears on December 15 and June 15 of each year, commencing on June 15, 2006.

Guarantees All of our existing domestic subsidiaries other than Mozaic Group Ltd. and its subsidiaries guarantee the notes. Additionally, subject to certain exceptions described in this prospectus, each of our future domestic subsidiaries will also guarantee the notes.

Ranking The notes are our general unsecured obligations and will:

• rank junior in right of payment with all of our existing and future senior indebtedness;

• rank equally in right of payment to all of our existing and future subordinated indebtedness; and

• be structurally subordinated to all obligations, including trade payables, of our subsidiaries that are not guarantors.

Our existing and future domestic subsidiaries other than Mozaic Group Ltd. and its subsidiaries will jointly and severally guarantee the notes on a senior subordinated basis. Future domestic subsidiaries, excluding subsidiaries that are designated unrestricted subsidiaries in accordance with the indenture governing the notes, will be required to guarantee the notes. The guarantees will be general unsecured obligations of the guarantors and will:

• rank junior in right of payment with all of the applicable guarantor’s existing and future senior indebtedness; and

• rank equally in right of payment to all of the applicable guarantor’s existing and future subordinated indebtedness.

Optional Redemption We may redeem some or all of the notes at any time and from time to time on or after December 15, 2009 at redemption prices set forth in this prospectus, together with accrued and unpaid interest and liquidated damages, if any, to the redemption date.

10

At any time prior to December 15, 2008, we may use the proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of notes at a redemption price equal to 112% of the principal amount thereof, plus accrued and unpaid interest and liquidated damages, if any, to the redemption date.

At any time and from time to time prior to December 15, 2009, we may redeem some or all of the notes at a redemption price equal to 100% of the principal amount plus a make-whole premium, plus accrued and unpaid interest and liquidated damages, if any, to the redemption date.

For more information, see “Description of notes—Optional redemption.”

Change of Control If we experience a change of control as defined in the indenture governing the notes, we may be required to offer to purchase the notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest and liquidated damages, if any, to the repurchase date. See “Description of notes—Repurchase at the option of holders—Change of control.”

Certain Covenants The indenture governing the notes contains covenants that limit our ability and the ability of our restricted subsidiaries to, among other things:

• incur or guarantee additional indebtedness;

• pay dividends, redeem capital stock or make distributions or certain other restricted payments;

• make certain investments;

• incur liens;

• enter into transactions with affiliates;

• issue dividends or other payments by our restricted subsidiaries to us; and

• sell all or substantially all of our assets or merge with or into other companies.

These covenants are subject to a number of important limitations and exceptions. See “Description of notes—Certain covenants.”

Risk factors You should consider carefully the information set forth in the section of this prospectus entitled “Risk factors” beginning on page 14 and all the other information provided in this prospectus regarding your investment in the notes.

11

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

The following table sets forth summary historical financial and unaudited pro forma information and other financial data. The historical statement of income data and statement of cash flows data for the years ended December 31, 2003 and 2004, and the period ended December 30, 2005, and the historical balance sheet data for December 31, 2004 and December 30, 2005 are derived from our audited combined financial statements included elsewhere in this prospectus. The historical statement of income data and statement of cash flows data for the year ended December 31, 2002 and the historical balance sheet data for December 31, 2003 are derived from other audited combined financial statements not contained in this prospectus. The historical combined statement of income data and combined statement of cash flows data for December 31, 2001, and the historical combined balance sheet data for December 31, 2001 and 2002 are derived from other unaudited information not contained in this prospectus. The unaudited pro forma financial data reflect adjustments to our historical financial data to give effect to the Transactions and the application of the net proceeds therefrom, as if they had occurred on January 1, 2005 for income statement purposes, and as if they had occurred on December 30, 2005 for balance sheet purposes.

The information contained in this table should also be read in conjunction with “Capitalization,” “Selected financial data,” “Management’s discussion and analysis of financial condition and results of operations,” and the combined financial statements and accompanying notes thereto included elsewhere in this prospectus.

	Pro Forma	Successor			Historical
	Year ended December 31, 2005	One-day ended December 31, 2005			Period ended December 30, 2005			Year ended December 31,
								2004			2003			2002			2001
								(dollars in millions)
Statement of Income Data:
Sales	287.6	$	0.0		$	272.8		$	246.5		$	226.4		$	213.5		$	192.0
Net sales growth	—		NM			10.7	%		8.9	%		6.0	%		11.2	%		21.1	%
Operating costs and expenses:
Cost of goods sold	190.6		0.0			180.5			160.0			143.6			134.9			130.8
Selling, general and admin. exp.	37.7		0.0			34.6			32.1			29.9			25.3			22.3
Depreciation	7.0		0.0			7.9			6.9			7.1			7.0			7.2
Amortization	8.5		0.0			9.0			8.3			8.0			6.1			5.9
Related party interest expense	0.0		0.0			6.6			4.9			4.6			4.8			7.0
Interest expense	34.7		0.1			0.0			0.0			0.0			0.0			0.0
Other expense, net	1.6		0.0			1.6			0.0			0.2			0.4			(1.0	)
Operating expenses	280.1		0.1			240.2			212.2			193.4			178.5			172.3
Operating earnings (loss)	7.5		(0.1	)		32.6			34.3			33.0			35.0			19.8
Provision for taxes on income	2.8		0.0			12.8			13.7			12.8			13.6			8.0
Net income (loss)	4.7		(0.1	)		19.8			20.6			20.2			21.4			11.8
Balance Sheet Data:
Cash and cash equivalents	—		3.3			—			0.8			0.0			0.2			0.0
Adjusted working capital(1)	—		31.7			—			31.6			34.2			26.4			23.5
Property, plant and equipment, net	—		53.5			—			44.6			40.8			42.4			43.9
Total assets	—		458.2			—			329.2			283.6			292.6			232.4
Total debt(2)	—		320.4			—			128.2			106.9			118.6			73.4
Enterprise capital	—		106.9			—			139.8			116.9			110.7			136.3

12

	Pro Forma		Successor		Historical
	Year ended December 31, 2005		One-day ended December 31, 2005		Period ended December 30, 2005			Year ended December 31,
								2004			2003			2002			2001
								(dollars in millions)
Statement of Income Data:
Statement of Cash Flows Data:
Net cash from operations	—		0.9		$	14.5		$	15.0		$	27.7		$	37.6		$	14.1
Net cash from (used for) financing activities	—		414.5			17.4			5.2			(17.4	)		(17.3	)		5.4
Net cash used for investing activities	—		(412.5	)		(28.8	)		(19.3	)		(10.9	)		(20.0	)		(22.5	)
Other Financial Data:
EBITDA(3)	57.8		0.0			56.1			54.4			52.7			52.9			38.7
EBITDA margin	20.1	%	0.0	%		20.6	%		22.1	%		23.3	%		24.8	%		20.2	%
Capital expenditures	—		0.0			13.9			5.6			5.6			6.2			4.6
Business Acquisitions	—		412.5			15.4			13.8			5.3			17.0			17.9

(1) Adjusted working capital is defined as current assets (excluding cash, cash equivalents and related party receivables less current liabilities (excluding short-term debt, current portion of long-term debt and related party payables). However, adjusted working capital is not a recognized measurement under GAAP, and when analyzing our financial position, investors should use adjusted working capital in addition to, and not as an alternative for working capital, as defined in GAAP. The following table reconciles working capital to adjusted working capital.

	Successor			Predecessor
	One-day ended December 31, 2005			Year ended December 31,
				2004			2003			2002			2001
Working capital	$	33.1			($26.8	)		($39.7	)		($44.9	)		($49.4	)
Less cash		(3.3	)		(0.8	)		0.0			(0.2	)		0.0
Less related party receivables		0.0			(67.8	)		(33.0	)		(47.1	)		(0.7	)
Add related party payables		0.0			34.7			23.1			37.6			0.3
Add short-term borrowings		0.0			91.9			83.8			81.0			73.3
Add current portion of long-term debt		1.9			0.4			0.0			0.0			0.0
Adjusted working capital	$	31.7		$	31.6		$	34.2		$	26.4		$	23.5

(2) The years ended December 31, 2001, 2002, 2003 and 2004 include short- and long-term borrowings with related parties as well as related party payables.

(3) EBITDA, a measure expected to be used by management to measure operating performance, is defined as net income before interest, taxes, depreciation and amortization. We present EBITDA because we believe it provides investors with important additional information to evaluate our performance. We believe EBITDA is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. In addition, we believe that investors, analysts and rating agencies will consider EBITDA useful in measuring our ability to meet our debt service obligations. However, EBITDA is not a recognized measurement under GAAP, and when analyzing our performance, investors should use EBITDA in addition to, and not as an alternative for, net income or net cash provided by operating activities as defined by GAAP.

13

RISK FACTORS

You should carefully consider the risk factors set forth below as well as the other information contained in this prospectus in connection with your investment in the notes. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. Any of the following risks could materially adversely affect our business, financial condition or results of operations. In such case, you may lose all or part of your original investment.

RISKS RELATED TO OUR BUSINESS

Our indebtedness is substantial, which could adversely affect our financial health and limit our ability to obtain financing in the future and to react to changes in our business.

As of December 31, 2005, our total consolidated indebtedness was $320.4 million and we had $75.0 million of additional borrowings available under our senior credit facilities. Our large amount of debt could have important consequences to you, including, but not limited to, the following:

• it will require us to dedicate a substantial portion of our cash flow from operations to payments on indebtedness, which will reduce the funds available for working capital, capital expenditures, acquisitions and other general corporate expenses;

• it could make it more difficult for us to satisfy our obligations under our senior secured credit facility and the notes;

• it could place us at a disadvantage compared to our competitors that have proportionately less debt; and

• it could limit our ability to borrow additional funds in the future, if needed, because of applicable financial and restrictive covenants of our indebtedness.

Our debt agreements have restrictions that limit our flexibility in operating our business.

Our senior secured credit facilities and the indenture under which the notes were issued have a number of significant covenants that, among other things, restrict our ability to:

• incur additional indebtedness;

• sell assets or consolidate or merge with or into other companies;

• pay dividends or repurchase or redeem capital stock;

• make certain investments; and

• enter into certain types of transactions with our affiliates.

These covenants, as well as our level of indebtedness, could have the effect of limiting our flexibility in planning for, or reacting to, changes in our business and the markets in which we compete.

In addition, under the senior secured credit facility, we are required to satisfy and maintain specified financial ratios and tests. Events beyond our control may affect our ability to comply with those provisions and we may not be able to meet those ratios and tests, which would result in a default under the senior secured credit facility. In the event of a default, the lenders under the senior secured credit facility could elect to declare all amounts borrowed under the senior secured credit facility, together with accrued interest, to be due and payable and could proceed against the collateral securing that indebtedness. Borrowings under the senior secured credit facility are senior in right of payment to the notes. If any of our indebtedness were to be accelerated, our assets may not be sufficient to repay in full that indebtedness and the notes.

14

We are subject to competitive pressures.

We compete with other providers of graphic products and related services. The market for such products and services is highly fragmented, with a small number of large competitors and many small market participants. We face, and will continue to face, competition in our business from many sources, including national and large regional companies, some of which have greater financial, marketing and other resources than we do. In addition, local and regional firms specializing in particular markets compete on the basis of established long-term relationships or specialized knowledge of such markets. The introduction of new technologies may create lower barriers to entry that may allow other firms to provide competing services.

There can be no assurance that competitors will not introduce services or products that achieve greater market acceptance than, or are technologically superior to, our current service offerings. There is no assurance that we will be able to continue to compete successfully or that competitive pressures will not adversely affect our business, financial condition and results of operations.

Our business is sensitive to general economic conditions. An economic decline or other circumstances that result in reductions in our customers’ marketing and advertising budgets could negatively impact our sales volume and revenues and our ability to respond to competition or take advantage of business opportunities.

Our revenues are derived from many customers in a variety of industries and businesses, some of whose spending levels can be cyclical in nature and subject to significant reductions based on changes in, among other things, general economic conditions. Our operating results may reflect our customers’ order patterns or the effects of economic downturns on their businesses. In addition, because we conduct our operations in a variety of markets, we are subject to economic conditions in each of these markets. We are subject to downward price pressures in certain of the markets we serve. Accordingly, general economic downturns, localized downturns, or downward price pressures in markets where we have operations could have a material adverse effect on our business, results of operations and financial condition.

Our operations may be subject to quarterly and cyclical fluctuations.

The timing of particular jobs or types of jobs at particular times of year may cause significant fluctuations in the operating results of our various operations in any given quarter. We are subject to factors that are beyond our control, including changes in interest costs, currency exchange rates and tax rates, costs associated with compliance with legal and regulatory requirements and the health of the consumer products industry. We also depend, to some extent, on sales to certain industries, such as the food and beverage and tobacco industries. To the extent these industries experience downturns, the results of our operations may be adversely affected.

We are dependent on certain key customers and are subject to unpredictable order flows.

Our ten largest customers accounted for approximately 38% of our revenues in fiscal 2005. In fiscal 2005, approximately 8% of our total revenues came from our largest single customer. While we seek to build long-term customer relationships, revenues from any particular customer can fluctuate from period to period due to such customer’s purchasing patterns. Further, our services and related business activity generally have been characterized by individual assignments from customers on a project-by-project basis, and continued engagements for successive jobs are primarily dependent upon our customers’ satisfaction with services previously provided. While technological advances have enabled us to shorten considerably our production cycle to meet our customers’ increasing speed-to-market demands, we may in turn receive less advance notice from our customers of upcoming projects. Any termination or significant disruption of our relationships with any of our principal customers could have a material adverse effect on our business, financial condition and results of operations.

15

In addition, we have long-term contracts with certain key customers. The terms of most of our largest contracts are initially between two and five years. However, most of these contracts may be terminated by the customer without cause upon 30 to 90 days notification. While terms and conditions in our customer contracts vary, in general the contracts do not obligate our customers to purchase any specific minimum volume or dollar amount of product from us. Any cancellation, deferral or significant reduction in sales to these principal customers or a significant number of smaller customers could have a material adverse effect on our business, financial condition and results of operations.

We are dependent on certain key suppliers. Any problem or interruption in our supply of primary raw materials could delay production and adversely affect our sales.

Our primary raw material purchases include sheet photopolymer for flexographic plates, photographic film, chemicals, storage media, ink, colorants, plate materials, proofing paper and various other supplies and chemicals. We purchase the majority of our raw materials based on long-term contacts with our key supplier. Although we believe we could find other suppliers, our continued supply of raw materials is subject to a number of risks, some of which are beyond our control, which could delay production and adversely affect our sales and ability to maintain current pricing. In fiscal 2005, materials and supplies costs accounted for approximately 13% of our sales.

We may be unable to effectively integrate acquired businesses.

Since 1999, we have completed 21 graphic services acquisitions. As part of our long-term strategy, we will seek to make other graphic services acquisitions. While management has experience acquiring companies and integrating their operations into our existing operations, we may not be able to find additional attractive acquisition candidates or succeed at effectively integrating acquired businesses into our existing business.

Future acquisitions could result in the incurrence of debt and contingent liabilities and an increase in amortization expenses related to goodwill and other intangible assets, which could have a material adverse effect upon our business, financial condition and results of operations. Risks we could face with respect to acquisitions include:

• difficulties in the integration of the operations, technologies, products and personnel of the acquired company;

• risks of entering markets in which we have no or limited prior experience;

• potential loss of employees;

• diversion of management’s attention from other business concerns; and

• expenses of any undisclosed or potential legal liabilities of the acquired company.

The risks associated with acquisitions could have a material adverse effect upon our business, financial condition and results of operations. We cannot assure that we will be successful in consummating future acquisitions on favorable terms or at all.

There is a risk that we may not be successful as a stand-alone company.

We have not had an independent operating history. As a subsidiary of Alcoa Inc., or Alcoa, we relied on the operational, financial, administrative and information systems resources and infrastructure of Alcoa. As a result of the Transactions, we have been required to hire our own financial, administrative, human resources, legal, accounting, tax and information systems staff as well as enter into a transitional operating agreement with Alcoa, so that we will have the resources necessary to operate as an independent company. Even if the particular risks discussed below do not materialize, we may have underestimated the costs of running our business and successfully implementing our business strategy.

16

Administrative Support. As a subsidiary of Alcoa, we relied upon Alcoa for administrative support, infrastructure and certain other services. In connection with the Acquisition, we entered into a transition services agreement with Alcoa for the provision of certain transitional services, including operational, technical, administrative, human resources, environmental and information services, that we believe necessary to our business but that we are unable initially to provide ourselves. The scope of our agreements with Alcoa and the time frames, pricing and other terms may not provide us sufficient time to effect the transition with minimal disruption to our business. Although we are developing our own internal systems for these services, we may not be able to provide these services ourselves or identify third party suppliers to provide these services on equivalent or more favorable terms than the terms of our arrangements with Alcoa. See “Certain relationships and related party transactions.” If Alcoa fails to supply any of these services or if we experience any difficulty in replacing these services on a timely basis or on favorable terms, our business and financial condition and results of operations could be adversely affected.

Information Technology. We continue to depend on Alcoa’s cooperation to achieve the implementation of our own independent information technology and accounting systems. We will also continue to depend upon Alcoa’s information technology and information systems support for our ongoing management information systems. The transition services agreement provides for certain information technology support services from Alcoa. In addition, we have entered into financial business processing transition agreements pursuant to which Alcoa provides certain accounting and related services. Failure by Alcoa to provide the services specified in these agreements or to provide the necessary cooperation in the transition process could result in higher than expected costs or delays in achieving some of our strategic objectives.

Carved-Out Financial Statements and Cost Structure. The Predecessor amounts presented in this report are stated at historical cost basis and include the accounts of Southern Graphic Systems, Inc., Southern Graphic Systems-Canada, Ltd., Southern Graphic Systems Mexico, S. De R.L. De C.V., SGS-UK Limited and companies more than fifty percent owned by them (Mozaic Group, Ltd. and its subsidiaries). The combined financial statements have been derived from the books and records of Alcoa. The combined Statement of Income includes all items of revenue and income generated by the Company, and all items of expense incurred by the Company. These include expenses charged to the Company by Alcoa in the normal course of business. The financial statements reflect amounts that have been pushed down from Alcoa in order to depict the financial position, results of operations and cash flows of the Company on a stand-alone basis. As a result of recording these amounts, the financial statements of the Company may not be indicative of the results that would be presented if the Company had operated as an independent stand-alone entity. See “Management’s discussion and analysis of financial condition and results of operations.” Further, the pro forma information contained in this prospectus is based on anticipated costs necessary to operate as a stand-alone entity. Our actual stand-alone costs could be greater than we estimate, which could have a material adverse effect on us. See “Unaudited pro forma financial information.”

Our foreign operations are subject to currency exchange, political, investment and other risks that could hinder us from transferring funds out of a foreign country, delay our debt service payments, cause our operating costs to increase and adversely affect our results of operations.

We currently have operations in the United States, Mexico, Canada and the United Kingdom, and our long-term strategy contemplates having operations in other foreign jurisdictions. For the period ended December 30, 2005, total sales from operations outside the United States were approximately $45.8 million, which represented approximately 17% of our combined net sales. We would expect these numbers and percentage to increase if we are successful in making additional foreign acquisitions. As a result of our current and contemplated foreign operations, we are subject to certain risks which could disrupt our operations or force us to incur unanticipated costs and have an adverse effect on our ability to make payments on our debt obligations.

Devaluations and fluctuations in currency exchange rates may affect our operating performance by impacting revenues and expenses outside of the U.S. due to fluctuations in currencies other than the U.S. dollar or where we translate into U.S. dollars for financial reporting purposes the assets and liabilities of our foreign operations conducted in local currencies.

17

We are subject to various other risks associated with operating in foreign countries, such as the following:

• political, social and economic instability;

• war, civil disturbance or acts of terrorism;

• taking of property by nationalization or expropriation without fair compensation;

• changes in government policies and regulations;

• imposition of limitations on conversions of foreign currencies into dollars or remittance of dividends and other payments by foreign subsidiaries;

• imposition or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries; and

• impositions or increase of investment and other restrictions or requirements by foreign governments.

The loss of key personnel could adversely affect our current operations and our ability to achieve continued growth.

We are highly dependent upon the continued service and performance of our senior management team and other key employees. Although we generally have been successful in our recruiting efforts, we compete for qualified individuals with companies engaged in our business lines and with other companies. Accordingly, we may be unable to attract and retain suitably qualified individuals, and our failure to do so could have an adverse effect on our ability to implement our business plan. If, for any reason, these officers or key employees do not remain with us, our operations could be adversely affected until suitable replacements with appropriate experience can be found.

If we do not keep pace with technological changes, we will not be able to maintain our competitive position.

We believe our ability to develop and exploit emerging technologies has contributed to our success and has demonstrated to our customers the value of using our services rather than attempting to perform these functions in-house or through lower-cost, reduced-service competitors. We believe our success also has depended in part on our ability to adapt our business as technology advances in our industry have changed the way graphics projects are produced. These changes include a shift from traditional production of images to offering more consulting and project management services to customers. Accordingly, our ability to grow will depend upon our ability to keep pace with technological advances and industry evolutions on a continuing basis and to integrate available technologies and provide additional services commensurate with customer needs in a commercially appropriate manner. Our business may be adversely affected if we are unable to keep pace with relevant technological industry changes or if the technologies that we adopt or services we promote do not receive widespread market acceptance.

We are subject to strict environmental laws and regulations that may lead to significant, unforeseen expenses.

We are subject to various federal, state, local and foreign environmental laws, regulations and ordinances, including those that:

• govern activities or operations that may adversely affect the environment, such as discharges to air and water, as well as handling and disposal practices for solid and hazardous wastes;

• seek to protect occupational safety and health; and

• impose liability for the costs of cleaning up, and certain damages resulting from, sites of past spills, disposals or other releases of hazardous substances.

18

The violation of such laws and regulations can result in substantial civil and criminal fines and penalties. We may not be, at all times, in compliance with all such requirements. As is the case with manufacturers in general, we have made and will continue to make capital expenditures to comply with environmental requirements. Although we do not believe that we are currently subject to any material environmental liabilities, the operation of manufacturing plants entails risks in these areas and there can be no assurance that we will not discover previously unknown environmental non-compliance or contamination. Noncompliance with or liability for cleanup under the environmental laws applicable to us could have a material adverse effect on our results of operations and financial condition. In addition, changes in environmental laws and regulations, or the interpretation or enforcement thereof, the discovery of previously unknown contamination or other liabilities relating to our current or former properties and operations, developments in environmental litigation or technological advances could increase the amount of future expenditures and could have a material adverse effect on our results of operations and financial condition.

We may be subject to losses that might not be covered in whole or in part by our insurance coverage. These uninsured losses could result in substantial liabilities to us that would negatively impact our financial condition.

Alcoa carried comprehensive liability, fire and extended coverage insurance on all of our facilities, and other specialized coverages, including errors and omissions coverage, with policy specifications and insured limits which we believed to be reasonable for similar properties and purposes. As a stand-alone company, we are not able to obtain such coverage on the same terms as Alcoa. Further, there are certain types of risks and losses, such as losses resulting from wars or acts of God, that generally are not insured because they are either uninsurable or not economically insurable. Should an uninsured loss or a loss in excess of insured limits occur, we could incur significant liabilities, and if such loss affects property we own, we could lose capital invested in that property or the anticipated future revenues derived from the activities conducted at that property, while remaining liable for any lease or other financial obligations related to the property. In addition to substantial financial liabilities, an uninsured loss or a loss that exceeds our coverage could adversely affect our ability to replace property or capital equipment that is destroyed or damaged, and our productive capacity may diminish.

Our ability to report our financial results or prevent fraud is dependent on our ability to maintain an effective system of internal controls.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. Any inability to provide reliable financial reports or prevent fraud could harm our business. Beginning in 2007, we must annually evaluate our internal procedures to satisfy the requirements of the Sarbanes-Oxley Act of 2002, which will require management and our auditors to evaluate and assess the effectiveness of our internal controls. If we fail to remedy or maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we could be subject to regulatory scrutiny, civil or criminal penalties or shareholder litigation. In addition, failure to maintain adequate internal control could result in financial statements that do not accurately reflect our financial condition. We might not be able to complete the work necessary to fully comply with the requirements of the Sarbanes-Oxley Act, which could prevent our auditors from completing their review and assessment of our internal controls in a timely manner. Finally, our management and our auditors might not conclude that our internal controls are effective.

19

RISKS RELATED TO THE NOTES

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness, including the notes, and to fund planned capital expenditures, acquisitions and research and development efforts will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

Based on our current level of operations, we believe our cash flow from operations, available cash and available borrowings under our senior secured credit facility will be adequate to meet our future liquidity needs for at least the next few years.

There is no assurance, however, that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under our senior secured credit facility in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs or that there will not be material adverse developments in our business, liquidity or capital requirements. If we are unable to generate sufficient cash flow from operations in the future to service our indebtedness and to meet our other commitments, we may need to refinance or restructure all or a portion of our indebtedness, sell material assets or operations or obtain additional debt or equity capital. There is no assurance that we would be able to accomplish any of these alternatives on a timely basis or on satisfactory terms, if at all, or that these actions would enable us to continue to satisfy our capital requirements. In addition, the terms of our existing or future debt agreements, including the Notes and our senior secured credit facility, may limit our ability to pursue any of these alternatives.

Our senior secured credit facility and the indenture governing the notes impose significant operating and financial restrictions, which may prevent us from capitalizing on business opportunities and taking some corporate actions.

Our senior secured credit facility and the indenture governing the notes contain a number of restrictive covenants that may limit, among other things, our ability to:

• incur indebtedness;

• make certain restricted payments;

• pay certain dividends, make certain distributions, make loans and transfer property;

• incur liens;

• sell assets;

• issue or sell capital stock;

• enter into transactions with affiliates; and

• consolidate, merge or sell all or substantially all of our assets.

Our senior secured credit facility also contains financial covenants. If we or our subsidiaries default on any of these covenants, the lenders could cause all amounts outstanding under our senior secured credit facility and the notes to be due and payable immediately, and the lenders under our senior secured credit facility could proceed against any collateral securing that indebtedness. Our assets or cash flow may not be sufficient to repay in full the borrowings under our senior secured credit facility or the notes, either upon maturity or if accelerated upon an event of default. In addition, any event of default or declaration of acceleration under one debt instrument could also result in an event of default under one or more of our other debt instruments.

20

With new indebtedness levels, we and our subsidiaries may still be able to incur substantial additional debt, which could exacerbate the risks associated with our substantial leverage.

We and our subsidiaries may be able to incur additional debt in the future, including debt that is senior to or equal in right of payment to the notes. Although the indenture governing the notes and our senior secured credit facility contain restrictions on our and/or our subsidiaries’ ability to incur indebtedness, those restrictions are or will be subject to a number of exceptions. We can borrow up to $193.7 million under our senior secured credit facility, all of which would rank senior to the notes. The indenture governing the notes will permit us and/or our subsidiaries to incur at least $195.0 million in indebtedness that could be senior to the indebtedness under the notes. We and our guarantor subsidiaries may also incur in the aggregate an additional $25.0 million of indebtedness under the indenture governing the notes at any time. In addition, the indenture governing the notes will permit our foreign subsidiaries or other non-guarantor restricted subsidiaries to incur an aggregate of an additional $20.0 million of indebtedness at any time. This indebtedness may be senior to or equal in right of payment with the notes. To the extent it is incurred by subsidiaries, even if not senior by its terms, it may be effectively senior to the indebtedness under the notes. We can also incur additional indebtedness that could be senior indebtedness to the extent that, after incurring such debt, we would have a Consolidated Fixed Charge Coverage Ratio (as defined in the indenture governing the notes) of greater than 2.25 to 1.0. In addition, if we are able to designate some of our restricted subsidiaries under the indenture governing the notes as unrestricted subsidiaries, those unrestricted subsidiaries would be permitted to borrow beyond the limitations specified in the indenture and engage in other activities in which restricted subsidiaries may not engage. Adding new debt to current debt levels could intensify the related risks that we and our subsidiaries now face. See “Description of other indebtedness.”

Your right to receive payments on the notes and the related guarantees is subordinated to our and the guarantors’ senior debt, including our senior secured credit facility.

The notes and related guarantees given by our subsidiaries are contractually subordinated to all of our existing and future senior debt (as defined in the indenture governing the notes), including all obligations under our senior secured credit facility. In the event of any distribution to our creditors under any bankruptcy, liquidation, dissolution, reorganization or similar proceeding, the holders of the notes will not be entitled to receive, and will have an obligation to pay over to holders of senior debt, any payments they may receive in respect of the notes, including any payments received in respect of claims (as defined in the indenture governing the notes). As of December 30, 2005, after giving effect to the consummation of the Transactions and the proceeds therefrom, the notes were effectively subordinated to an aggregate amount of indebtedness equal to $120.4 million, of which $118.7 million was outstanding under our new senior secured term loan facility and an additional $75.0 million was available to be borrowed under our new senior secured revolving credit facility and senior secured acquisition facility.

SGS International, Inc. is a holding company and therefore we depend on our subsidiaries to service our obligations under the notes and our other indebtedness. Our ability to repay the notes depends upon the performance of our subsidiaries and their ability to make distributions.

SGS International, Inc. has no direct operations and no significant assets other than ownership of the stock of our subsidiaries. Because we conduct our operations through our subsidiaries, we depend on those entities for dividends and other payments to generate the funds necessary to meet our financial obligations, including payments of principal and interest on the notes. Legal and contractual restrictions in agreements governing current and future indebtedness, as well as the financial condition and operating requirements of our subsidiaries, may limit our ability to obtain cash from our subsidiaries. The earnings from, or other available assets of, our subsidiaries may not be sufficient to pay dividends or make distributions or loans to enable us to make payments in respect of the notes when such payments are due. In addition, even if such earnings were sufficient, we cannot assure you that the agreements governing the current and future indebtedness of our subsidiaries will permit our subsidiaries to provide us with sufficient dividends, distributions or loans to fund interest and principal payments on the notes when due.

21

Your right to receive payments on the notes could be adversely affected if any of our non-guarantor subsidiaries declare bankruptcy, liquidate or reorganize.

Not all of our subsidiaries guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us.

As of December 31, 2005, after giving effect to the consummation of the Transactions, the notes are effectively subordinated to $1.7 million of indebtedness of our non-guarantor subsidiaries, other than liabilities under our senior secured credit facility. On a pro forma basis, after giving effect to the consummation of the Transactions and the MCG acquisition, our guarantor subsidiaries generated 75.3% of our EBITDA and 76.7% of our sales for 2005. On a historical basis, the guarantor subsidiaries held 73.9% of our total consolidated assets as of December 31, 2005.

Federal and state statutes could allow courts, under specific circumstances, to void subsidiary guarantees and require noteholders to return payments received from subsidiary guarantors.

Under federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a court could void a subsidiary guarantee or subordinate claims in respect of a subsidiary guarantee to all other debts of a subsidiary guarantor if, among other things, the subsidiary guarantor, at the time it incurred the indebtedness evidenced by its subsidiary guarantee:

• intended to hinder, delay or defraud any present or future creditor or received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee;

• was insolvent or rendered insolvent by reason of such incurrence;

• was engaged in, or about to engage in, a business or transaction for which the subsidiary guarantor’s remaining assets constituted unreasonably small capital; or

• intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

In addition, a court could void any payment by a subsidiary guarantor pursuant to a subsidiary guarantee and require that payment be returned to the subsidiary guarantor or to a fund for the benefit of the creditors of the subsidiary guarantor.

The measures of insolvency for purposes of fraudulent transfer laws will vary depending upon the governing law in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a subsidiary guarantor would be considered insolvent if:

• the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets;

• the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they become due.

On the basis of historical financial information, recent operating history and other factors, we believe that each subsidiary guarantor, after giving effect to its subsidiary guarantee of the notes, will not be insolvent, will not have insufficient capital for the business in which we or it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making such determinations or that a court would agree with our conclusions in this regard.

22

The notes will not be secured by our assets.

The notes are not secured debt. Substantially all of our assets will serve as collateral under our senior secured credit facility. In addition, we may incur additional secured debt. If we do not pay or otherwise default on our secured debt, the holders of the secured debt may seize our assets and use the proceeds to pay off the secured debt. Because the notes will not be secured by any of our assets, it is possible that there would be no assets remaining to pay the notes or that there would only be enough assets remaining to pay a portion of the notes.

Indebtedness under our senior secured credit facility is subject to floating interest rates, which may cause our interest expense to increase.

Changes in economic conditions could result in higher interest rates, thereby increasing our interest expense and reducing our funds available for operations and other purposes. A 1% increase in market interest rates would result in an annual increase in our interest expense and a decrease in our earnings before income taxes, of approximately $1.2 million. Any borrowings under our senior secured revolving credit facility and under our senior secured acquisition facility would be subject to similar fluctuations.

If we or our subsidiaries default on our or their obligations to pay our or their indebtedness, we may not be able to make payments on the notes.

Any default under the agreements governing our subsidiaries’ indebtedness, including a default under our senior secured credit facility that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness could make us unable to pay principal, premium, if any, interest and liquidated damages, if any, on the notes and substantially decrease the market value of the notes. If we or our subsidiaries are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, interest and liquidated damages, if any, on our or their indebtedness, or if we or our subsidiaries otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our or their indebtedness (including our senior secured credit facility), we or they could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest and liquidated damages, if any, the lenders under our senior secured credit facility could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against our or our subsidiaries’ assets, and we or our subsidiaries could be forced into bankruptcy or liquidation. If our subsidiaries’ operating performance declines, we may need to seek to obtain waivers from the required lenders under our senior secured credit facility to avoid being in default. If our subsidiaries breach the covenants under our senior secured credit facility and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under our senior secured credit facility, the lenders could exercise their rights as described above, and we and our subsidiaries could be forced into bankruptcy or liquidation. See “Description of other indebtedness” and “Description of notes.”

We may not have sufficient funds to repay the notes upon a change of control.

If we experience certain changes of control, you will have the right to require us to purchase your notes at a purchase price equal to 101% of the principal amount of your notes, plus accrued and unpaid interest and liquidated damages, if any. In such circumstances, we may also be required to repay our other outstanding debts or obtain consents that may be required to permit us to repurchase your notes. If we cannot repay our debts or obtain the needed consents, we may be unable to purchase the notes. This would be an event of default under the indenture governing the notes. The change of control provisions of the indenture governing the notes will not afford any protection in a highly leveraged transaction, including a transaction initiated by us, if the transaction does not result in a change of control or otherwise result in the event of default under the indenture governing the notes. Accordingly, the change of control provisions are likely to be of limited usefulness in such situations. Upon a change of control, we may not have sufficient funds to make any required payments, including purchases of the notes, as described above. See “Description of notes—Repurchase at the option of holders—Change of control.”

23

Citigroup Venture Capital Equity Partners, LP, as controlling stockholder, may have interests that conflict with yours.

Because of its position as our controlling stockholder, Citigroup Venture Capital Equity Partners, LP is able to exercise control over decisions affecting us, including:

• composition of our board of directors, and, through it, our direction and policies, including the appointment and removal of officers;

• mergers or other business combinations and opportunities involving us;

• further issuance of capital stock or other securities by us;

• payment of dividends; and

• approval of our business plans and general business development.

The interests of Citigroup Venture Capital Equity Partners, LP may conflict with your interests and may present risks to you as a holder of the notes.

RISKS RELATED TO THE EXCHANGE OFFER

If an active trading market for the notes does not develop, the liquidity and value of the new notes could be harmed and you may be unable to sell your new notes at the price you desire or may not be able to sell them at all.

The old notes are currently eligible for trading in the PORTAL Market, a screen-based market operated by the National Association of Securities Dealers. The PORTAL Market is limited to qualified institutional buyers as defined by Rule 144A of the Securities Act. The new notes are new securities for which there is no established trading market. We do not intend to apply for listing or quotation of the new notes on any securities exchange or stock market. UBS Investment Bank and Lehman Brothers Inc. acted as initial purchasers in connection with the offers and sales of the old notes. The initial purchasers have informed us that they intend to make a market in the new notes. However, the initial purchasers are not obligated to do so and they may cease market-making at any time. If an active trading market for the new notes does not develop, the liquidity and value of the new notes could be harmed and you may be unable to sell your new notes at the price you desire or may not be able to sell them at all.

Even if a public market for the new notes develops, trading prices will depend on many factors, including prevailing interest rates, our operating results and the market for similar securities. Declines in the market for debt securities generally may also materially and adversely affect the liquidity of the new notes, independent of our financial performance.

If you fail to tender your old notes for new notes, your old notes will continue to be subject to transfer restrictions.

We did not register the old notes under the Securities Act or any state securities laws, nor do we intend to after the exchange offer. In general, you may only offer or sell the old notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. If you do not exchange your old notes in the exchange offer, you will lose your right to have the old notes registered under the Securities Act, except in the limited circumstances provided under the registration rights agreement and summarized in “The exchange offer—Consequences of failure to exchange.” If you continue to hold old notes after the exchange offer, you may be unable to sell the old notes.

24

You must comply with the exchange offer procedures in order to receive new notes.

The new notes will be issued in exchange for the old notes only after timely receipt by the exchange agent of the old notes or a book-entry confirmation related thereto, a properly completed and executed letter of transmittal or an agent’s message and all other required documentation. If you want to tender your old notes in exchange for new notes, you should allow sufficient time to ensure timely delivery. Neither we nor the exchange agent are under any duty to give you notification of defects or irregularities with respect to tenders of old notes for exchange. Old notes that are not tendered or are tendered but not accepted will, following the exchange offer, continue to be subject to the existing transfer restrictions. In addition, if you tender the old notes in the exchange offer to participate in a distribution of the new notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. For additional information, please refer to the sections entitled “The exchange offer” and “Plan of distribution” later in this prospectus.

The issuance of the new notes may adversely affect the market for the old notes.

To the extent that old notes are tendered for exchange and accepted in the exchange offer, the trading market for the untendered and tendered but unaccepted old notes could be adversely affected.

25

USE OF PROCEEDS

We will not receive any proceeds from the exchange offer. In consideration for issuing the new notes, we will receive in exchange old notes of like principal amount. The old notes surrendered in exchange for new notes will be retired and cancelled and cannot be reissued. Accordingly, issuance of the new notes will not result in any increase in our indebtedness. We have agreed to bear the expenses of the exchange offer. No underwriter is being used in connection with the exchange offer. The exchange offer is intended to satisfy our obligations under the registration rights agreement.

We used the proceeds from the sale of the old notes as partial consideration for the Transactions (see “Sources and uses”).

We have calculated the ratio of earnings to fixed charges by dividing earnings by fixed charges. For the purpose of calculating the ratio of earnings to fixed charges, “earnings” is defined as income (loss) before income taxes, minority interest and “fixed charges.” “Fixed charges” consist of interest cost, whether expensed or capitalized.

Successor	Predecessor
One-day ended December 31, 2005	Period ended December 30, 2005	Year ended December 31,
		2004	2003	2002	2001
0.51(1)	5.9	7.94	8.19	8.32	3.66

(1) Earnings were insufficient to cover fixed charges as a result of the loss incurred for the one-day ended December 31, 2005.

26

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2005, on an actual basis after giving effect to the Transactions. This table should be read in conjunction with “Use of proceeds,” “Unaudited pro forma financial information,” “Selected financial data,” “Management’s discussion and analysis of financial condition and results of operations” and our combined financial statements and the related notes thereto included elsewhere in this offering

	December 31, 2005
	(in millions)
Cash and cash equivalents	$	3.3
Debt:
New senior secured revolving credit facility(1)
New senior secured acquisition facility(2)
New senior secured term loan facility		118.7
Senior subordinated notes		200.0
Other debt(3)		1.7
Total debt		320.4
Total enterprise capital		106.9
Total capitalization	$	427.3

(1) Total revolving loan availability under our new senior secured revolving credit facility is $35.0 million.

(2) Total availability under our new senior secured acquisition facility is $40.0 million.

(3) Other debt includes $1.2 million of debt at our Mozaic subsidiary and $0.5 million of debt at our MCG subsidiary.

27

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma financial information is based on the audited combined financial statements of Southern Graphic Systems, Inc. appearing elsewhere in this prospectus as adjusted to illustrate the estimated pro forma effects of the Transactions and the MCG acquisition (which occurred in November 2005) and the preliminary application of purchase accounting. The unaudited pro forma financial information should be read in conjunction with the combined financial information should be read in conjunction with the combined financial statements of Southern Graphic Systems, Inc. and other financial information appearing elsewhere in this prospectus, including “Management’s discussion and analysis of financial condition and results of operation.”

The unaudited pro forma statement of income for the year ended December 31, 2005, gives effect to the transactions and the MCG acquisition as if they had occurred on January 1, 2005.

The Transactions and the MCG have been accounted for using the purchase method of accounting. Under this method, assets and liabilities are recorded at their fair values on the closing date of the Transactions. The unaudited pro forma combined financial statements are based upon available information and certain assumptions that we believe are reasonable. We have performed the initial valuation studies necessary to estimate the fair values of the assets we have acquired and the liabilities we have assumed and the related allocation of purchase price, and preliminary estimates of the fair value of assets acquired and liabilities assumed will be revised based upon the resolution of purchase price adjustments pursuant to the purchase agreement as additional information becomes available. Any final adjustment may change the allocations of purchase price, which could affect the fair value assigned to the assets and liabilities and could result in a change to the unaudited pro forma financial information, including the creation of additional goodwill. The amount of any final adjustments is not expected to be material.

The unaudited pro forma financial information is for informational purposes only and is not intended to represent or be indicative of the consolidated results of operations or financial position that we would have reported had the Transactions and the MCG acquisition been completed as of the dates presented, and should not be taken as representative of our future consolidated results of operations or financial position.

28

Unaudited pro forma financial information

Unaudited Pro Forma Combined Statement of Income For the twelve months ended December 31, 2005

	Successor One-day ended December 31, 2005			Historical SGS		Historical MCG		Combined Total		Pro Forma Adjustments			Pro Forma
	(in thousands)
Sales	$	—		$	267,369	$	14,867	$	282,236	$	—		$	282,236
Sales to related parties		—			5,398		—		5,398		—			5,398
Total revenues		—			272,767		14,867		287,634		—			287,634
Costs and expenses:
Cost of goods sold		—			180,543		10,036		190,579		—			190,579
Selling, general and administrative expenses		—			34,569		2,644		37,213		500	(1)		37,713
Depreciation		20			7,868		692		8,580		(1,536	)(2)		7,044
Amortization		22			9,022		—		9,044		(521	)(2)		8,523
Related party interest expense		—			6,645		—		6,645		(6,645	)(3)		—
Interest expense		97					52		149		34,570	(4)		34,719
Other expenses, net		—			1,569		—		1,569		—			1,569
		139			240,216		13,424		253,779		26,368			280,147
Income (loss) before taxes on income		(139	)		32,551		1,443		33,855		(26,368	)		7,487
Provision (benefit) for taxes on income		(54	)		12,757		434		13,137		(10,336	)(5)		2,801
Net income (loss)		(85	)	$	19,794	$	1,009	$	20,718	$	(16,032	)	$	4,686

(1) Reflects annual management fee of $500 to be charged by an affiliate of CVC.

(2) Reflects the net increase to depreciation and amortization attributable to the adjustment of properties, plants and equipment, customer relationships and other intangible assets to estimated market values as part of the purchase price allocation, over the estimated remaining useful lives of the related assets (weighted averages of 5 years for properties, plants and equipment and 20 years for customer relationships and other intangible assets). The purchase price allocation resulted in $53.5 million of properties, plants and equipment, $142.7 million of customer relationships and $25.6 million of other intangible assets.

(3) Reflects the elimination of interest expense attributable to loans with related parties, which has not been assumed.

(4) Reflects the following: (i) interest expense resulting from $118.7 million of borrowings under the under the senior secured term loan facility at an assumed annual interest rate of 7%; (ii) interest expense resulting from $200 million of notes offered hereby at an annual interest rate of 12.0%; (iii) commitment fee relating to the undrawn portion of the senior secured revolving and acquisition credit facilities; and (iv) amortization of debt issuance costs of $11.2 million using the effective interest method.

A change in 1/8% in interest rates on the aggregate amount outstanding on the new senior secured term loan would have an incremental effect on annual interest expense of approximately $149.

(5) Represents the tax effect of the proforma adjustments at a blended statutory tax rate of 39.2% for each of the periods presented.

29

SELECTED FINANCIAL DATA

On December 30, 2005, the Company was acquired by CVC for approximately $409.4 million, subject to adjustment. As a result, this prospectus reflects the financial position and results of operations of the Company up to the date of the acquisition.

The following table presents selected combined financial information and other data. The historical statement of income data and statement of cash flows data for the years ended December 31, 2003 and 2004, and the period ended December 30, 2005, and the historical balance sheet data for December 31, 2004 are derived from our audited combined financial statements of Southern Graphic Systems, Inc. (the Predecessor) included elsewhere in this prospectus. The historical statement of income data and statement of cash flows data for the year ended December 31, 2002, and the historical balance sheet data for December 31, 2003 are derived from other audited combined financial statements of the Predecessor not contained in this prospectus. The historical combined statement of income data and combined statement of cash flows data for December 31, 2001, and the historical combined balance sheet data for December 31, 2001 and 2002, are derived from other unaudited information of the Predecessor not contained in this prospectus. The historical statement of income data and statement of cash flow data for the one-day ended December 31, 2005, and the balance sheet data for December 31, 2005 are derived from our audited consolidated financial statements of SGS International, Inc. and its subsidiaries (the Successor), included elsewhere in this prospectus.

The information contained in this table should also be read in conjunction with “Management’s discussion and analysis of financial condition and results of operations” and the combined financial statements and accompanying notes thereto included elsewhere in this prospectus.

	Successor			Predecessor
	One-day ended December 31, 2005			Period ended December 30, 2005			Year ended December 31,
							2004			2003			2002			2001
							(dollars in millions)
Statement of Income Data:
Sales	$	0.0		$	272.8		$	246.5		$	226.4		$	213.5		$	192.0
Net sales growth		NM			10.7	%		8.9	%		6.0	%		11.2	%		21.1	%
Operating costs and expenses:
Costs of good sold		0.0			180.5			160.0			143.6			134.9			130.8
Selling, general and administrative expenses		0.0			34.6			32.1			29.9			25.3			22.3
Depreciation		0.0			7.9			6.9			7.1			7.0			7.2
Amortization		0.0			9.0			8.3			8.0			6.1			5.9
Related party interest expense		0.0			6.6			4.9			4.6			4.8			7.0
Interest expense		0.1			0.0			0.0			0.0			0.0			0.0
Other expense, net		0.0			1.6			0.0			0.2			0.4			(1.0	)
Operating expenses		0.1			240.2			212.2			193.4			178.5			172.3
Income before income taxes		(0.1	)		32.6			34.3			33.0			35.0			19.8
Provisions for taxes on income		0.0			12.8			13.7			12.8			13.6			8.0
Net income		(0.1	)		19.8			20.6			20.2			21.4			11.8
Balance Sheet Data:
Cash and cash equivalents		3.3			—			0.8			0.0			0.2			0.0
Adjusted working capital1		31.7			—			31.6			34.2			26.4			23.5
Property, plant and equipment, net		53.5			—			44.6			40.8			42.4			43.9
Total assets		458.2			—			329.2			283.6			292.6			232.4
Total debt2		320.4			—			128.2			106.9			118.6			73.4
Enterprise capital		106.9			—			139.8			116.9			110.7			136.3
Statement of Cash Flows Data:
Net cash from operations		0.9			14.6			15.0			27.7			37.6			14.1
Net cash from (used for) financing activities		414.5			17.4			5.2			(17.4	)		(17.3	)		5.4
Net cash used for investing activities		(412.5	)		(28.8	)		(19.3	)		(10.9	)		(20.0	)		(22.5	)

30

	Successor		Predecessor
	One-day ended December 31, 2005		Period ended December 30, 2005		Year ended December 31,
					2004		2003		2002		2001
					(dollars in millions)
Other Financial Data:
EBITDA3	0.0		56.1		54.4		52.7		52.9		39.9
EBITDA margin	0.0	%	20.6	%	22.1	%	23.3	%	24.8	%	20.8	%
Capital expenditures	0.0		13.9		5.6		5.6		6.2		4.6
Business acquisitions	412.5		15.4		13.8		5.3		17.0		17.9

1 Adjusted working capital is defined as current assets (excluding cash and cash equivalents and related party receivables) less current liabilities (excluding short-term debt, current position of long-term debt and related party payables). However, adjusted working capital is not a recognized measurement under GAAP, and when analyzing our financial position, investors should use adjusted working capital in addition to, and not as an alternative for working capital, as defined in GAAP. The following table reconciles working capital to adjusted working capital.

	Successor			Predecessor
	One-day ended December 31, 2005			Year ended December 31,
				2004			2003			2002			2001
Working capital	$	33.1			($26.8	)		($39.7	)		($44.9	)		($49.4	)
Less cash		(3.3	)		(0.8	)		0.0			(0.2	)		0.0
Less related party receivables		0.0			(67.8	)		(33.0	)		(47.1	)		(0.7	)
Add related party payables		0.0			34.7			23.1			37.6			0.3
Add short-term borrowings		0.0			91.9			83.8			81.0			73.3
Add current portion of long-term debt		1.9			0.4			0.0			0.0			0.0
Adjusted working capital	$	31.7		$	31.6		$	34.2		$	26.4		$	23.5

2 Years ended December 31, 2001, 2002, 2003 and 2004 include short- and long-term borrowings with related parties, as well as related party payables.

3 EBITDA, a measure expected to be used by management to measure operating performance, is defined as net income before interest, taxes, depreciation and amortization. We present EBITDA because we believe it provides investors with important additional information to evaluate our performance. We believe EBITDA is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. In addition, we believe that investors, analysts and rating agencies will consider EBITDA useful in measuring our ability to meet our debt service obligations. However, EBITDA is not a recognized measurement under GAAP, and when analyzing our performance, investors should use EBITDA in addition to, and not as an alternative for, net income as defined in GAAP. The following table reconciles net income to EBITDA:

	Pro Forma		Successor			Predecessor
	Year ended December 31, 2005		One-day ended December 31, 2005			Year ended
						December 30, 2005		December 31,
								2004		2003		2002		2001
Net Income	$	4.7	$	(0.1	)	$	19.8	$	20.6	$	20.2	$	21.4	$	10.6
Depreciation and amortization		15.6		0.0			16.9		15.2		15.1		13.1		13.1
Interest expenses, net of interest income		34.7		0.1			6.6		4.9		4.6		4.8		7.0
Provision for taxes on income		2.8		0.0			12.8		13.7		12.8		13.6		8.0
EBITDA	$	57.8	$	0.0		$	56.1	$	54.4	$	52.7	$	52.9	$	38.7

31

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our historical combined financial statements covers periods before the consummation of the Transactions. Accordingly, the discussion and analysis of these periods do not reflect the significant impact the Transactions will have on us. As a result, the historical financial information included in this report may not reflect what our results of operations, financial position and cash flows would have been had we operated as a separate, stand-alone company for the periods presented.

The statements in the discussion and analysis regarding our expectations regarding the performance of our business, our liquidity and capital resources and other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties. Our actual results may differ materially from those contained in or implied by any of these forward-looking statements. You should read the following discussion together with the financial statements and the related notes included elsewhere in this prospectus.

OVERVIEW

We are a global leader in the digital imaging and communication industry, offering design-to-print graphic services to the international consumer products packaging market. We offer a full spectrum of innovative digital solutions that streamline the capture, management, execution, and distribution of graphics information. Our brand development, creative design, prepress, image carriers and print support services are utilized in each of the three main printing processes: flexography, gravure and lithography. Our customers, many of which we have served for over 20 years, include large branded consumer products companies, mass merchant retailers and the printers and converters that service them. Our services ensure that our customers are able to obtain or produce consistent, high quality packaging materials often on short turnaround times.

We were established in 1946 as a single-facility gravure operation in Louisville, Kentucky. We were acquired by Reynolds Metals Company in 1957. In 1978, we adopted a growth strategy of strategically locating manufacturing operations based on customers’ locations and service requirements. We opened our first dedicated prepress facility in 1991. In 1994, we expanded our geographic scope to include Canada, with the opening of a gravure facility just outside Toronto. In 1995, we entered into the growing flexographic market with the acquisition of Wilson Engraving Company. In 1998, we further expanded our geographic scope within North America by opening a graphics facility in Mexico City, Mexico. Our ownership changed in 2000 when our parent, Reynolds Metals Company, was acquired by Alcoa Inc. In 2004, we acquired a 51% interest in Mozaic, a provider of upstream creative services, and in November 2005, we acquired MCG, a UK-based provider of prepress graphics and flexographic image carriers serving customers in the UK and Europe.

Cost of revenue

Our primary cost is the human capital necessary to produce products and services for our customers, which allows us to proactively manage our costs in response to national, regional and local market conditions using revenue-per-employee measurements and targets. As business increases, we can either increase our workforce or leverage our existing cost structure in response, which results in higher margins. When business declines at a facility, we can reduce hours or respond with incremental headcount reductions to match the revenues at the location.

Cost of goods sold consists primarily of labor costs, including the salaried and hourly workforce. The expenses of the salaried and hourly employees were 54%, 56% and 56% of our cost of goods sold in 2005, 2004 and 2003, respectively. Raw materials and operating supplies make up 18%, 17% and 13% of the cost of goods sold in 2005, 2004 and 2003, respectively. Other components consist of rent, utilities, and repairs and maintenance of equipment.

32

Costs and expenses

Our selling and administrative expenses consist of costs incurred in selling our services and for administrative functions necessary to run the business, such as information systems, human resources, finance, legal and tax.

Business cycles and seasonality

Our business is not generally seasonal because of the number of design changes that we are able to process as a result of our speed-to-market and emphasis on digital technology. There may be some decline in December as any holiday-specific design changes have been executed, and there may be similar, more modest slowdowns in conjunction with other holidays.

RESULTS OF OPERATIONS

The following table sets forth our results of operations based on the amounts and the percentage relationship of the items listed to net sales for the periods indicated.

	Successor					Predecessor
	One-day ended December 31, 2005					Year ended
						December 30, 2005				December 31, 2004				December 31, 2003
Sales	0.0	%	$	0.0		100.0	%	$	272.8	100.0	%	$	246.5	100.0	%	$	226.4
Operating expenses:
Cost of goods sold	0.0	%		0.0		66.2	%		180.5	64.9	%		160.0	63.4	%		143.6
Selling, general and administrative expenses	0.0	%		0.0		12.7	%		34.6	13.0	%		32.1	13.2	%		29.9
Depreciation	0.0	%		0.0		2.9	%		7.9	2.8	%		6.9	3.1	%		7.1
Amortization	0.0	%		0.0		3.3	%		9.0	3.4	%		8.3	3.5	%		8.0
Related party interest expense	0.0	%		0.0		2.4	%		6.6	2.0	%		4.9	2.0	%		4.6
Interest expense	100.0	%		0.1		0.0	%		0.0	0.0	%		0.0	0.0	%		0.0
Other expense, net	0.0	%		0.0		0.6	%		1.6	0.0	%		0.0	0.1	%		0.2
Operating expenses	100.0	%		0.1		88.1	%		240.2	86.1	%		212.2	85.3	%		193.4
Income before income taxes	100.0	%		(0.1	)	11.9	%		32.6	13.9	%		34.3	14.7	%		33.0
Provision for taxes on income	0.0	%		0.0		4.7	%		12.8	5.6	%		13.7	5.7	%		12.8
Net income	100.0	%	$	(0.1	)	7.3	%	$	19.8	8.3	%	$	20.6	9.0	%	$	20.2

The following tables summarize the concentrations of sales, net income and long-lived assets by major geographic region.

	One-day ended December 31, 2005 (dollars in millions)
	United States			Canada		Mexico		United Kingdom		Eliminations			Combined
Sales	$	0.0		$	0.0	$	0.0	$	0.0	$	0.0		$	0.0
Net income	$	(0.1	)	$	0.0	$	0.0	$	0.0	$	0.0		$	(0.1	)
Long-lived assets	$	314.2		$	63.0	$	1.6	$	13.5				$	392.3
	Period ended December 30, 2005 (dollars in millions)
	United States			Canada		Mexico		United Kingdom		Eliminations			Combined
Sales	$	233.0		$	40.5	$	2.1	$	3.2	$	(6.0	)	$	272.8
Net income	$	14.2		$	5.1	$	0.2	$	0.3				$	19.8

33

	Year ended December 31, 2004 (dollars in millions)
	United States		Canada		Mexico		United Kingdom	Eliminations			Combined
Sales	$	209.5	$	36.9	$	1.6		$	(1.5	)	$	246.5
Net income	$	16.2	$	4.2	$	0.2					$	20.6
Long-lived assets	$	177.7	$	28.9	$	0.1					$	206.7
	Year ended December 31, 2003 (dollars in millions)
	United States		Canada		Mexico		United Kingdom	Eliminations			Combined
Sales	$	199.1	$	29.2	$	1.5		$	(3.4	)	$	226.4
Net income	$	16.6	$	3.4	$	0.2					$	20.2
Long-lived assets	$	167.5	$	29.9	$	0.2					$	197.6

One-day ended December 31, 2005

The results of operations for the successor for the one-day ended December 31, 2005 are not significant. Accordingly there is no discussion or analysis presented for this period.

Period ended December 30, 2005 compared to year ended December 31, 2004

Sales. Sales for the period ended December 30, 2005 increased 10.7% to $272.8 million from $246.5 million for the year ended December 31, 2004. This increase is primarily due to the 51% acquisition of Mozaic in June 2004 and the acquisition of the Mackay business in November 2004 (included in the United States operations); the acquisition of the L’image Creo business in August 2005 (included in the Canadian operations); and the acquisition of MCG Graphics (United Kingdom operations) in November 2005. These acquisitions added incremental revenue in fiscal 2005 of $16.5 million for United States operations, $0.8 million for Canadian operations and $3.2 million for United Kingdom operations. The remaining increase in sales for fiscal 2005 was primarily due to increased sales volume with certain pre-existing customers.

Cost of Goods Sold. Cost of goods sold for the period ended December 30, 2005 increased 12.8% to $180.5 million from $160.0 million for the year ended December 31, 2004. The acquisitions previously discussed added estimated incremental costs of goods sold in fiscal 2005 of $10.5 million for United States operations, $0.6 million for Canadian operations, and $2.6 million for United Kingdom operations. The remaining increase is primarily additional variable costs from organic revenue growth.

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the period ended December 30, 2005 increased 7.6% to $34.6 million from $32.1 million for the year ended December 31, 2004. The acquisitions previously discussed added estimated incremental selling, general and administrative expenses in fiscal 2005 of $3.8 million for United States operations, $0.1 million for Canadian operations and $0.1 million for United Kingdom operations.

Depreciation and Amortization Expenses. Depreciation and amortization expenses for the period ended December 30, 2005 increased 11.2% to $16.9 million from $15.2 million for the year ended December 31, 2004. This increase was primarily due to acquisitions, with the remaining increase due to depreciation on fixed asset additions during fiscal 2005.

Interest Expense. Related party interest expense for the period ended December 30, 2005 increased by 35.1% to $6.6 million from $4.9 million for the year ended December 31, 2004. This increase was primarily due to increased borrowings with related parties, as well as increasing interest rates on these borrowings.

34

Other Expense, net. Other expenses for the period ended December 30, 2005 increased by $1.6 million to $1.6 million from $0.0 million for the year ended December 31, 2004. The increase was primarily due to $1.6 million in restructuring charges associated with the shutdown of a gravure engraving facility in May 2005. This facility was shut down in May 2005 in order to consolidate operations with the facilities in Florence, Kentucky acquired in connection with the Mackay acquisition.

Income before income taxes. Income before tax for the period ended December 30, 2005 decreased by $1.7 million to $32.6 million from $34.3 million for the year ended December 31, 2004. This decrease was primarily due to the increases in interest expense and other expense for the reasons previously discussed. These decreases in interest expense and other expense were partially offset by additional income before tax in fiscal 2005 provided by acquired businesses, as well as additional income before tax provided by increased sales volume from pre-existing customers.

Provision for taxes on income. The effective tax rate for the period ended December 30, 2005 was 39.2%, compared to 39.9% for the year ended December 31, 2004. The difference between the effective tax rate and the Federal statutory tax rate of 35% is driven primarily by the impact of state income taxes.

Net income. Net income for the period ended December 30, 2005 decreased by $0.8 million to $19.8 million from $20.6 million for the year ended December 31, 2004. This decrease was primarily due to the reasons previously discussed.

Year ended December 31, 2004 compared to year ended December 31, 2003

Sales. Sales for the year ended December 31, 2004 increased 8.9% to $246.5 million from $226.4 million for the year ended December 31, 2003. This increase is due to a combination of factors, including the 51% acquisition of Mozaic in June 2004, the acquisition of the Smurfit Dayton Graphics business in 2004, the acquisition of the Mackay business in November 2004 and the acquisition of the Hobbs business in 2003 (included in United States operations); and the acquisition of the Live Wire business in 2003 and the acquisition of the Wetzel business in 2003 (included in the Canadian operations). These acquisitions added incremental revenue in fiscal 2004 of $7.2 million for the United States operations and $3.0 million for the Canadian operations. This increase was also due to organic growth from increased demand from our consumer products packaging clients, particularly in the tobacco and beverage sector, of approximately $8.0 million. In addition, sales from the Canadian operations increased approximately $2.7 million due to the significant strengthening of the Canadian Dollar in relation to the United States Dollar.

Cost of Goods Sold. Cost of goods sold for the year ended December 31, 2004 increased 11.4% to $160.0 million from $143.6 million for the year ended December 31, 2003. The acquisitions previously discussed added estimated incremental costs of goods sold in fiscal 2004 of $6.8 million for the United States operations and $2.0 million for the Canadian operations. Acquisitions added approximately $8.8 million in additional costs. The remaining increase was due to additional variable costs associated with the organic revenue growth.

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the year ended December 31, 2004 increased 7.4% to $32.1 million from $29.9 million for the year ended December 31, 2003. The acquisitions previously discussed added estimated incremental costs of goods sold in fiscal 2004 of $0.9 million for United States operations and $0.6 million for Canadian operations.

Depreciation and Amortization Expenses. Depreciation and amortization expenses for the year ended December 31, 2004 increased 0.7% to $15.2 million from $15.1 million for the year ended December 31, 2003.

Interest Expense. Related party interest expense for the year ended December 31, 2004 increased 6.5% to $4.9 million from $4.6 million for the year ended December 31, 2003. This increase was primarily due to increased borrowings with related parties, as well as increasing interest rates on these borrowings.

35

Other Expense, net. Other expenses for the year ended December 31, 2004 decreased by $0.1 million to $0.0 million from $0.1 million for the year ended December 31, 2003.

Income before tax. Income before tax for the year ended December 31, 2004 increased by $1.3 million to $34.3 million from $33.0 million for the year ended December 31, 2003. This increase was primarily due to the additional income before tax in fiscal 2004 provided by acquired businesses, as well as additional income before tax provided by increased sales volume from our consumer products packaging clients.

Provisions for taxes on income. The effective tax rate for the year ended December 31, 2004 was 39.9%, compared to 38.7% for the year ended December 31, 2003. The difference between the effective tax rate and the Federal statutory tax rate of 35% is driven primarily by the impact of state and foreign income taxes.

Net income. Net income for the year ended December 31, 2004 increased by $0.4 million to $20.6 million from $20.2 million for the year ended December 31, 2003. This increase was primarily due to the reasons previously discussed.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any material off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

CONTRACTUAL OBLIGATIONS

The following table reflects the contractual obligations and commercial commitments as of December 31, 2005.

	2006		2007		2008		2009		2010 and after		December 31, 2005 Total
	(in millions)
Contractual obligations:
Long-term debt
Principal Payments on New Debt	$	1.2	$	1.2	$	1.2	$	1.2	$	313.9	$	318.7
Principal Payments on Existing debt		0.7		0.6		0.3		0.1		0.0		1.7
Interest payments		32.3		32.2		32.1		32.0		111.8		240.4
Operating leases		5.3		5.1		3.8		2.7		4.6		21.5
	$	39.5	$	39.1	$	37.4	$	36.0	$	430.3	$	582.3

LIQUIDITY AND CAPITAL RESOURCES

Post Transactions financing

We have historically received financing support from Alcoa to handle both short-term and long-term financing requirements. These financing agreements were terminated immediately prior to the Transactions. All intercompany balances between us and Alcoa (other than for ordinary course sales to Alcoa subsidiaries) were settled prior to closing. Following the Transactions, the primary source of liquidity is cash flow generated from operations and borrowings under the senior secured credit facility. We expect that our primary cash flow requirements will be for debt service, working capital, capital expenditures and acquisitions.

We intend to fund our ongoing capital and working capital requirements, including our internal growth and acquisitions, through a combination of cash flows from operations and, if necessary, from borrowings under the senior secured revolving credit facility or senior secured acquisition facility that is part of the new senior secured

36

credit facilities we put in place as part of the Transactions. On a pro forma basis, we would have had $320.3 million of indebtedness and $75.0 million of availability under our new senior secured revolving credit facility and senior secured acquisition facility. As a part of the Transactions, we issued the $200.0 million of senior subordinated notes and entered into $193.7 million of new senior secured credit facilities. The senior secured credit facilities consist of a $35.0 million senior secured revolving credit facility, a $40.0 million senior secured acquisition facility and $118.7 million of senior secured term loan facilities. We have borrowed the full amounts under the senior secured term loan facilities, and we did not borrow any amounts under either the senior secured revolving credit facility or the senior secured acquisition facility as part of the Transactions. The borrowing under the senior secured revolving credit facility is available to fund our working capital requirements, capital expenditures and other general corporate needs including up to $20.0 million for acquisitions and $20.0 million of availability for our Canadian subsidiary. The senior secured revolving credit facility matures on December 30, 2010 and has no scheduled amortization or commitment reductions. The borrowings under our senior secured acquisition facility are available to fund acquisitions. The senior secured acquisition facility matures on December 30, 2011 and has a one percent per annum amortization requirement, payable quarterly, on any drawn portion of the facility. The senior secured acquisition facility has a commitment period until December 30, 2007 and, subsequent to that date, any undrawn portion of the senior secured acquisition facility will no longer be available to us. The senior secured term loan facilities mature on December 30, 2011 and have quarterly scheduled amortization of $0.3 million beginning in the quarter ended March 31, 2006 and for the next 22 calendar quarters thereafter, and $111.9 million on the maturity date. Interest payments on the senior subordinated notes and required principal and interest payments on borrowings under our new senior secured credit facilities will substantially increase our cash debt service requirements.

The new senior secured credit facilities and the indenture for the notes impose certain restrictions, including restrictions on the Company’s ability to incur indebtedness, pay dividends, make investments, grant liens, sell assets and engage in certain other activities. In addition, the new senior secured credit facilities will require the Company to comply with certain financial ratios. Indebtedness under the new senior credit facilities are secured by substantially all of the Company’s assets, including real and personal property, inventory, accounts receivable, intellectual property and other intangibles. In addition, the new senior credit facilities are guaranteed and secured by the equity interests and substantially all of the assets of the Company’s current and, if any, future subsidiaries, subject to exceptions.

We anticipate that the funds generated by operations and funds available under our new senior secured credit facilities will be adequate to finance our ongoing operational cash flow needs and debt service obligations for the foreseeable future.

Post Transactions services

We have received significant services from Alcoa in the past. Following the Transactions, we have to provide these services for ourselves on a stand-alone basis. These services are in the areas of finance, treasury, legal, accounting and tax. We have a plan to implement these services as quickly as possible. In the interim period, Alcoa has agreed to provide transition services to us until we can establish and set up our replacement services. Alcoa has agreed to provide these services at the current internal cost transfer rates.

Net cash, capital expenditures and cash flow—

One-day ended December 31, 2005

Net cash provided by operating activities for the one-day ended December 31, 2005 was not significant. Cash used for investing activities consisted of consideration paid for the Acquisition and cash paid for transaction costs. Net cash received from financing activities primarily consisted of $107.0 million from the issuance of common stock for SGS International, Inc., $118.7 million of borrowings under the senior secured credit facility and $200.0 million of proceeds from the senior subordinated notes. This cash received from financing activities was offset by $11.2 million in cash paid for deferred financing fees.

37

Period ended December 30, 2005 compared to year ended December 31, 2004

Net cash provided by operating activities was $14.6 million for the period ended December 30, 2005 as compared to $15.0 million for the year ended December 31, 2004.

We have operated as an indirect wholly-owned subsidiary of Alcoa Inc. Net cash provided by operating activities during the year ended December 30, 2005 was used primarily to finance capital expenditures and acquisitions. Net cash provided by operating activities in the year ended December 31, 2004 was also used primarily to finance capital expenditures and acquisitions.

Capital expenditures are generally made to replace existing assets, support new business or customer initiatives, increase productivity, facilitate cost reductions, or meet regulatory requirements. Our operations typically do not have large capital requirements. Capital expenditures were $13.9 million and $5.6 million in the period ended December 30, 2005 and the year ended December 31, 2004, respectively. This increase in capital expenditures was primarily due to investments in our Richmond, Virginia and Winston Salem, North Carolina locations for $3.4 million and $2.5 million, respectively, in 2005.

One component of our growth strategy is strategic acquisitions. These acquisitions allow us to expand geographically, enter new lines of business, or consolidate new business into existing facilities. In the period ended December 30, 2005, we made acquisitions for total consideration of $15.4 million compared to $13.8 million in the year ended December 31, 2004.

Year ended December 31, 2004 compared to year ended December 31, 2003

Net cash provided by operating activities was $15.0 million and $27.7 million for fiscal 2004 and 2003, respectively. The decrease in net cash from operating activities in fiscal 2004 compared to net cash provided in fiscal 2003 was due primarily to change in related party receivables and payables. Related party receivables reflect accounts with Alcoa generated by trade activity and cash management. Related party payables reflect accounts with Alcoa due to shared services and IT services. Related party payables and receivables increase as a result of normal activity. The fluctuation year-over-year is due to the fact that the accounts have not been settled over the time period and we are carrying multiple years of activity in the balances.

Under a joint arrangement, short and long term financing has historically been provided by Alcoa. We have periodically declared dividends to return cash to Alcoa. In fiscal 2003, cash dividends paid to Alcoa were $20.3 million. In addition, we periodically make payments on long-term debt. A payment was made in 2004 of $2.8 million. Net cash provided by operating activities in fiscal 2004 was used primarily for capital expenditures, acquisitions and repayment of long-term debt. Net cash provided by operating activities in fiscal 2003 was used primarily to pay cash dividends to Alcoa, finance capital expenditures and for acquisitions.

Capital expenditures were $5.6 million annually in fiscal 2004 and 2003. Maintenance and repair expenditures totaled $0.7 million and $0.3 million in fiscal 2004 and 2003, respectively.

Between January 1, 2003, and December 31, 2004, we completed seven acquisitions with a total cost of $19.1 million. During 2004, we completed three acquisitions at a cost of $13.8 million. The most significant of these transactions was the acquisition of the gravure and flexographic plate business of the Florence, Kentucky plant operated by Bemis Company’s Mackay Inc. subsidiary, or Mackay. During 2003, we completed four acquisitions at a cost of $5.3 million, none of which had a material impact on our financial statements.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Therefore, the determination of

38

estimates requires the exercise of judgment based on various assumptions and other factors such as historical experience, economic conditions, and in some cases, actuarial techniques. Actual results may differ from those estimates.

Our significant accounting policies are included in the Notes to the Combined Financial Statements included elsewhere in this prospectus. We believe that the application of these policies on a consistent basis enables us to provide useful and reliable information about our operating results and financial condition. The following policies are considered critical to the preparation of the financial statements and may contain significant estimates.

Purchase Accounting—In conjunction with the Acquisition, the purchase price was allocated to reflect the fair value of the assets acquired and liabilities assumed as of December 31, 2005 in accordance with Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations. The purchase price allocation is subject to completion of final valuation studies and working capital adjustments with the seller. The final allocation of the purchase price is not expected to vary materially.

Revenue Recognition—We recognize revenue when title, ownership, and risk of loss pass to the customer in accordance with the provisions of Staff Accounting Bulletin No. 104, Revenue Recognition. Revenues are recorded net of allowances for customer rebates and cash discounts.

Accounts Receivable and Allowance for Doubtful Accounts—Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in the existing accounts receivable. We determine the allowance based on historical write-off experience. We review our allowance for doubtful accounts on a quarterly basis. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. Account balances are charged off against the allowance when it is probable the receivable will not be recovered. We do not have any off-balance-sheet credit exposure related to our customers.

Inventories and Cost of Goods Sold—We do not have inventories recorded on our financial statements. This is due to several factors. Gravure image carriers typically are metal cylinders owned and supplied by the customer. All significant raw materials are on consignment. Title on these raw materials does not pass to the Company until the Company uses the materials in the production process. Work in process inventories are not significant due to the short-term nature of the projects. There are no finished goods since all products are shipped upon completion. Production costs are recognized in cost of goods sold, when incurred, due to the short-term nature of the projects.

Goodwill and Other Intangible Assets—We have made acquisitions in the past that included a significant amount of goodwill and other intangible assets, most notably customer relationships. Goodwill represents the excess of costs over the fair value of net assets of businesses acquired. Intangible assets with finite useful lives are amortized generally on a straight-line basis over the periods benefited, with a weighted average useful life of approximately 15 years. Pursuant to SFAS No. 142, Goodwill and Other Intangible Assets, goodwill and other intangible assets with indefinite useful lives are not amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS No. 142. The impairment test compares the carrying amount of the goodwill and other acquired intangible assets to the discounted future cash flows generated by the assets. The impairment tests in 2005, 2004, and 2003 supported the carrying value of goodwill and the other acquired intangible assets, and as such, no write-downs in the carrying value of goodwill and the other acquired intangible assets were recorded.

Impairments of long-lived assets—We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Recoverability of assets in accordance with SFAS No. 144 compares the projected future cash flows from use and disposition of assets to

39

the carrying amounts of those assets. When the sum of projected cash flows is less than the carrying amount, impairment losses are recognized. In determining such impairment losses, discounted cash flows are utilized to determine the fair value of the assets being evaluated. We have not recorded impairment losses on long-lived assets in the combined financial statements for 2005, 2004, or 2003 under SFAS No. 144.

Rebates—We receive rebates from certain vendors. We record these rebates as a reduction of cost of goods sold in accordance with Emerging Issues Task Force (EITF) 02-16, Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor. We also grant rebates to certain customers. We record these rebates as a reduction of sales in accordance with EITF 01-9, Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products).

Stock-Based Compensation—Certain employees of the Company received stock options under Alcoa’s stock incentive plans. Stock options under Alcoa’s stock incentive plans have been granted at not less than market prices on the dates of grant. We account for stock-based compensation in accordance with the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations using the intrinsic value method which resulted in no compensation costs for options granted. In addition to stock option awards, beginning in 2004, Alcoa granted stock awards and performance share awards that vest over three years from the date of grant. Compensation expense for stock awards is calculated based on the fair value at the grant date, and compensation expense for performance share awards is based on the fair value on the date the performance criteria are determined. We will adopt SFAS No. 123 (revised 2004), Share-Based Payment, effective January 1, 2006. We do not expect the adoption of SFAS No. 123 to have a material impact on our financial statements.

Income Taxes Provision—The provision for income taxes is determined using the asset and liability approach of accounting for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax bases of our assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce the deferred tax assets when it is more likely than not that a tax benefit will not be realized. Through December 30, 2005, we are included in Alcoa’s U.S. consolidated tax return. As such, amounts payable or receivable for U.S. income taxes are reflected in related party payables or receivables. Amounts payable for non-U.S. income taxes are reflected in accrued taxes. Deferred income taxes and income tax expense are presented on a “separate return” basis.

40

BUSINESS

HISTORY OF COMPANY

We were formed by Citigroup Venture Capital Equity Partners, LP in 2005. Southern Graphic Systems, Inc. (“SGS”) was established in 1946 as a single- facility gravure operation in Louisville, Kentucky. SGS and its affiliates were acquired by Reynolds Metals Company in 1957. In 1978, SGS adopted a growth strategy of strategically locating manufacturing operations based on customers’ locations and service requirements. SGS opened its first dedicated prepress facility in 1991. In 1994, SGS expanded its geographic scope to include Canada, with the opening of a gravure facility just outside Toronto. In 1995, SGS entered into the growing flexographic market with the acquisition of Wilson Engraving Company. In 1998, SGS further expanded its geographic scope within North America by opening a graphics facility in Mexico City, Mexico. SGS’s ownership changed in 2000 when its parent, Reynolds Metals Company, was acquired by Alcoa Inc. In 2004, SGS acquired a 51% interest in Mozaic, a provider of upstream creative services, and in November, 2005, SGS acquired MCG, a UK-based provider of prepress graphics and flexographic image carriers serving customers in the UK and Europe.

INDUSTRY OVERVIEW

End markets served

We operate in the graphic services industry, which is estimated to be a $30.0 billion global industry. Within this industry, we compete principally in the value-added packaging market, providing services to consumer products companies and to the converters and printers who serve them. We estimate that the North American market for graphic services for consumer packaging products is approximately $2.0 billion and the global market for these services is approximately $6.0 billion. We focus on a variety of end markets, with food and beverage together accounting for just under half of our 2005 revenues. Other key end markets include tobacco, personal care, household products, pet food and pharmaceutical. We estimate that the remainder of the global market in the graphic services industry is comprised of the $9.6 billion advertising and promotion market, where we participate on a limited basis, and the $14.4 billion “other” market which includes catalogs, newspapers and magazines, where we do not participate.

Market characteristics and key trends

The packaging graphic services industry is highly fragmented with hundreds of participants, only a small number of whom are large competitors that have annual revenue exceeding $20.0 million. We believe that there are only two other companies in the domestic market of our industry with revenue in excess of $100.0 million, and we further believe that such companies are the only companies, other than us, that have the capability to service their clients on a national and global basis. Key trends within the market include:

Outsourcing. For many consumer products companies, prepress graphics and related services do not constitute a core competency and they have increasingly been outsourcing this function as graphics services providers can provide “design-to-print” services on a more cost-efficient basis. This trend of outsourcing, while advanced, continues to play a significant role in shaping the industry and has created further opportunities for graphic service providers to expand their offerings and customer base. Further, by offering design and other creative services to our customers, we become involved in our customer’s operations at an earlier stage of the graphics process which provides a greater opportunity for downstream sales.

Supplier consolidation. There has been a significant shift by consumer products companies to decrease the number of suppliers used while still embracing the model of outsourcing graphics services needs. Historically, consumer products companies would use separate specialists for each step in the graphic services value chain when bringing products to market. As demands, including cost minimization, ‘speed-to-market’ and product consistency, from consumer products companies have become increasingly important, the leading graphic services providers have responded by broadening their product and service offerings. Industry leaders such as us,

41

that have both the scale and capabilities to provide additional services along the value chain, have been the primary beneficiaries of this trend. We have gained market share recently with important customers by offering full service capabilities. We believe that our complementary digital asset management and consulting services enhance the value proposition to our customers, which further integrates us into their graphics packaging operations. We believe that the number of participants in the graphics services business presents significant consolidation opportunities. Competitive forces, such as accelerating technological requirements for advanced systems, equipment and highly-skilled personnel, as well as the growing customer demand for full-service capabilities, continue to create attractive acquisition opportunities for the larger players.

Globalization. We believe that over the last 15 to 21 months several multi-national consumer products companies have decided to globalize their brands. As these companies begin to globalize their brands, ensuring image consistency and continuity with package designs becomes critical. These companies are increasingly looking to their existing graphic services providers, including us, to service them globally. Our establishment of a greenfield operation in Nottingham, England in 2005 and our 2005 acquisition of UK-based MCG significantly enhance our ability to provide services to our existing multi-national customers and to seek new business from other multi-national companies. We believe we are in an excellent position to leverage our North American experience in setting up on-site locations, developing custom client workflow solutions and acquiring businesses outside North America. In addition, our secure web-based asset management system houses the brand imagery of many clients. This secure database is accessible from the internet and contains digital artwork which can be searched and downloaded from anywhere in the world. See “Risk factors” for a discussion of currency exchange, political, investment and other risks related to our foreign operations.

Technology. We deploy technology to take time and cost out of our customers’ processes. New technologies have increased the array of value-added services that graphic services companies are able to offer their customers. By providing technology solutions, such as automated workflow and digital asset management, we have been able to both increase ancillary revenue and strengthen our customer relationships. We also deploy state-of-the art laser imaging and workflow technologies at our gravure locations. We believe that by integrating new technology with our customers and standardizing and automating the process related to their prepress services, we are able to reduce costs and lower the time that it takes them to deliver their products to the marketplace. For example, we recently implemented an electronic design review process with one of our customers that allows simultaneous review, on a global basis, of graphic images, which has allowed the customer to significantly decrease its time to market.

OUR PRODUCT AND SERVICE OFFERINGS

General overview

The packaging graphic services we provide include the preparatory steps that precede the actual printing of an image onto packaging material. We are one of the very few participants in the industry capable of providing the full range of services from “design-to-print.”

Creative services and brand development

The process begins with “creative services,” where we work with the customer to develop brand strategy, conceptualize the marketing campaign and ensure an accurate and consistent brand image and design packaging that takes advantage of technological improvements in the printing process. Product packaging and graphics play a key role in a consumer products company’s marketing efforts and the on-shelf appeal of its products. Our creative services at this creation and design phase of the process enable our customer products customers to realize the full potential of synergies between high quality graphics and a brand’s core value. The creative services we provide include brand identity, concept, naming and logo development, package design, interactive development, photography, illustration and copywriting.

42

Prepress graphics and image carrier services

Our “prepress” services then convert the creative idea and design into an image suitable for volume printing, a key step in speeding brands to market. The steps taken in this phase of the process include (i) graphics activities such as production art, composition and typesetting, creative retouching, image assembly, file creation, color separation and digital/film output, and (ii) image carrier preparation. Our prepress process is key to ensuring that our consumer products customers’ brands and graphics are reproduced accurately and with uniform color using different package printing processes and substrates, in a timely and cost-effective manner. While color separation and other prepress services were in the past performed by hand (i.e., the “conventional” method), our employees today use MacIntosh computers and software programs such as Barco, ArtPro and Collage to provide digital imaging services. It has become typical for customers to forward designs to us in digital format for image, manipulation, layout and assembly. We work closely with the customer during this process and we offer a wide spectrum of proofing services, including soft proofing, online proofing and digital proofing, to facilitate customer involvement and approval. We provide extensive graphics prepress services for the flexographic, gravure and lithographic industries.

At the final step of the prepress process, an “image carrier” is produced that transfers ink in the form of the image to the packaging substrate in the printing process. As with prepress graphics, image carrier technology has transitioned from an analog to a digital process. Laser technology in both flexography and gravure has improved resolution and quality while reducing the cost to produce image carriers. We offer a wide variety of image carriers for the flexographic, gravure and lithographic printing processes.

All the major printing processes have similar steps in the prepress stage, except for image carrier preparation, and are distinguished by the method of image transfer and the kind of image carrier utilized in the process. We have particular expertise in image carriers and believe we are the clear leader in this important part of the value chain.

Other products and services

In addition to the packaging graphics and image carrier production services we provide, our offerings in support of other stages of the value chain are crucial elements of the overall proposition to the customer and necessary to generate the graphics and image carrier business.

Our RPM (Rapid Project Management) Enterprise Solutions is a secure Web-based suite of enterprise tools that can help automate production art services, manage digital graphic assets, review graphics online and track the entire production process, all via a standard Web browser. We design and implement systems to manage workflow, and enable clients to host, organize, search and retrieve brand assets. In addition, we provide process audits and prepress, color management, printing and IT consulting services.

We also have significant competencies in interactive media and offer short run reproduction service to our clients through our digital printing studio.

PRINTING MARKETS SERVED

Flexography

Flexography uses an imager carrier (plate) made of rubber, plastic or any other flexible material. We produce photopolymer plates. The fast-drying inks used in flexography make it ideal for printing on materials like plastics and foils. This method is most suitable for printing flexible bags, wrappers and similar packaging. The soft photopolymer image carriers are also well-suited for printing on thick, compressible surfaces such as cardboard packaging, or corrugated material. We became a supplier to the flexography market in 1995, with the acquisition of Wilson Engraving Company, a well-established flexography business headquartered in Dallas, Texas. With approximately 35%, 34% and 37% of our revenues attributable to flexographic plates and graphics

43

for fiscal year 2005, fiscal year 2004 and fiscal year 2003, respectively, we are a leading flexographic plate producer in North America with 14 state-of-the art flexographic imaging facilities (11 of which have digital capability). We have two flexographic imaging facilities in the UK, both of which have digital capability. Virtually all of our locations can provide prepress graphics for the flexography process.

We estimate the North American flexography market at approximately $800 million. We believe this market is growing at approximately 4% to 6% annually, a higher rate of growth than we estimate for the gravure and lithography markets. Flexographic printers continue to add flexographic printing capacity to handle the growth. Flexographic plates can be manufactured faster and more inexpensively than gravure cylinders, and allow for faster problem resolution and change-outs in the printing process. The quality and speed of flexographic printing has continued to improve over the years, allowing it to become a cost-effective alternative to the gravure process in many situations.

Gravure

In gravure printing, the image carriers are generally copper coated cylinders that are protected from wear by the application of a thin electroplate of chromium. Gravure is generally suitable for long runs of high quality printing, such as point-of-sale advertisements and cartons for cosmetic, pharmaceutical and tobacco packaging. We have a leading share of the North American gravure market and approximately 35%, 38% and 40% of our revenues for fiscal year 2005, fiscal year 2004, and fiscal year 2003, respectively, involved gravure graphics and image carriers. We began operations in 1946 as a single facility gravure operation and today are the leading packaging gravure producer in North America with 10 state-of-the-art gravure engraving facilities. Virtually all of our locations can provide prepress for the gravure process.

We believe the growth rate in the gravure packaging market is flat to 2% annually. While the flexography process has lowered gravure’s share of the printing market, gravure is, and we believe will continue to be, a viable market. The gravure process can be used for any type of packaging where flexography can be used, but flexography is not always an alternative to gravure. Gravure’s characteristics make it the preferred process in certain applications, such as tobacco packaging (where we estimate approximately 90% of the cartons manufactured in North America use gravure printing), fluorescent and metallic substrates, package converting involving the attachment of another layer to the substrate (such as labels), and generally where a long run involving high quality printing is necessary or desirable. The trend in the gravure printing industry is away from wide-web and toward narrower-web printing, helping to reduce the flexographic process’s cost advantage over gravure.

Lithography

Lithographic image carriers range from paper (a lower quality end-product) to aluminum (the best quality possible). Lithography is typically used for point-of-sale advertisements and labels. Our sales of lithographic prepress graphics and plates represented approximately 25%, 26% and 23% of our revenues for fiscal year 2005, fiscal year 2004 and fiscal year 2003, respectively. We have two lithographic plate facilities offering high quality digital plates. Virtually all of our locations can provide prepress graphics for the lithography process.

The North American lithography market is the largest of the three markets we serve. Most of our lithography sales are attributable to prepress graphics rather than image carriers. Lithographic plates typically are produced by the printer as they are low cost and relatively easy to manufacture. The limited number of lithographic plates we produce are for very few of our customers. The lithography process has more limited applications than flexography and gravure and is not as suited to long runs. However, lithography is generally preferred to gravure for printing on rough substrate surfaces.

44

COMPETITION

The packaging graphic services industry for consumer products is highly fragmented with hundreds of participants, only a small number of which have annual revenue exceeding $20.0 million. We believe that only two other companies in our industry, Schawk Inc. and Matthews International Corp., have revenues in excess of $100.0 million. We further believe that they are the only companies other than us that have the capability to service their clients on a national and global basis.

Most other competitors are regional or local firms. To remain competitive, each firm must maintain client relationships and recognize, develop and exploit state-of-the-art technology and contend with the customers’ increasing demand for speed-to-market. There are hundreds of regional and local firms, only a small number of which have annual revenue exceeding $20.0 million or more than one plant. We believe that most of these firms are family-owned and lack the scale and service breadth to effectively serve the premier consumer products companies’ demands for consistent brand graphics, faster turnaround times, improved speed-to-market and customized services on a national and global basis.

Some converters with graphics service capabilities compete with us by performing such services in connection with printing work. However, these firms must still match our technical capabilities, image quality control and speed of delivery. Converters often use our services because of the rigorous demands being placed on them by clients who are requiring faster turnaround times. Increasingly, converters are being required to invest in technology to improve speed in the printing process and many have avoided spending on graphics technology.

We compete on the basis of offering our clients creative design capabilities, production art expertise, high quality customized imaging capabilities, rapid turnaround, cost of image carriers and delivery times, up-to-date knowledge of the printing press specifications of converters and printers, color expertise, digital asset management and workflow management. We have grown from a one-facility gravure cylinder engraver to an integrated strategic partner for our customers with a broad array of services.

INDUSTRY TRENDS

Our revenues are primarily driven by demand for graphics services from consumer products companies and the printers and converters that service them. In addition to growth in packaging volume, demand for our services is generated by new product launches, brand portfolio changes that result from either consolidations or divestitures, design refreshing, promotional or seasonal events (e.g., events such as the Kentucky Derby, Super Bowl, World Series and Olympics), changes in labeling requirements (e.g., government-required tobacco warnings and consumer-driven preferences for “heart healthy,” “low in carbohydrates,” and “low in saturated fat” products), changes in packaging products and changes in consumer tastes. Other demand drivers include customer consolidation, changes in brand ownership, changes in packaging printers, and changes in packaging structures, substrates and formats.

In recent years, there has been steady growth of private label or store brands within the United States, following similar trends in Europe, which has a very strong private label market. There is a trend in the industry for retailers to aggressively grow their own “store brand” within their own retail environment to solidify customer loyalty, as well as offer more competitive pricing. Selling under their private label offers them an opportunity to do both. Retailers also enjoy a meaningful profitability advantage when their private label products are sold to customers. We have undertaken a comprehensive initiative to systematically target private label business opportunities and are beginning to benefit from these efforts. We currently support the private label initiatives of Target, Albertson’s and Sysco.

We have had significant success historically targeting and penetrating complementary or adjacent markets. Management sees continued potential to target new markets or expand in markets where we have a small presence, such as metal decorating, tissues and towels and digital printing.

45

STRENGTHS

Leading provider of graphic services

We believe we are the second largest domestic provider of digital imaging graphic services to the international consumer products packaging industry. We believe there are only two other companies in the domestic graphic services industry with revenue in excess of $100.0 million and that most of our competitors have less than $20.0 million in annual revenue. We utilize the leading graphic technologies and standards and retain the highest quality skilled technicians, thereby allowing us to meet our customers’ most exacting requirements. We believe our scale allows us to more effectively manage our cost structure and optimize the efficiencies of our assets. We also believe our leading market position provides a competitive advantage which allows us to retain existing business and compete for new business.

Design-to-print service provider

We offer a full spectrum of innovative digital solutions to our customers, including brand development, creative design, pre-press, image carriers and print support. We also offer our customers enterprise solutions including workflow management and digital asset management. Our services support the three main printing processes, which are flexography, gravure and lithography. We believe our customers value our broad product offering and will increasingly rely on us to provide more of their graphic services needs.

Stable, large-scale competitor

We believe we are one of three domestic graphic design services providers with revenues in excess of $100.0 million serving global packaging customers. Our size allows us to support our customers at multiple facilities, invest in and implement the latest technologies and pursue acquisitions. We have also been able to consistently maintain EBITDA margins in excess of 20% since fiscal 2001 by implementing best practices across our facilities, efficiently allocating resources and implementing synergies in acquired businesses. We believe our scale will allow us to continue to operate efficiently and benefit from the increasing importance of packaging in the global consumer branded products market. We also believe that our services are somewhat resistant to economic cycles as our target end-markets exhibit relative stability, our services are a relatively small portion of our customers’ overall package cost and packaging and design changes are often viewed as fixed costs within a customer’s marketing budget. Nevertheless, our 2005 personnel cost represented approximately 56% of our total costs and we believe we would be able to quickly react to a reduction in the demand for our services.

Blue chip customer base with long-standing relationships

We serve a blue chip client base of consumer products companies including Kraft, Procter & Gamble and Nestlé, as well as the printers and converters that serve them, including Bemis, Smurfit Stone, and Mead Westvaco. We have 30-year relationships on average with our top ten customers. Our largest customer represented 8% of our revenues for fiscal 2005 and our top ten customers generated 38% of our sales for fiscal 2005. We typically service our customers as sole suppliers on designated brands and service multiple brands at each customer.

Broad geographic reach with low-cost, strategically positioned footprint

We service our customers at a local level while maintaining quality standards appropriate for a global company. We have 30 locations in North America that are within close proximity to our customers’ plants. In addition, in North America we also have 29 on-site locations at our customers’ facilities and seven facility-managed locations. We entered the UK market through our 2005 acquisition of MCG and have four locations in the UK. Our on-site and facility-managed locations are characterized by the deployment of our personnel at a customer’s location and are a component of our customer relations strategy. Additionally, we often provide unique or customized services based on customer specification and seek to deliver our image carriers to converters and printers as soon as they are produced, requiring our locations to be at or near our customers.

46

Expertise in identifying and integrating acquisitions

We have completed 21 acquisitions since 1999 which, as of the one-year anniversary of such acquisitions, had aggregate annual revenues of approximately $111.0 million. We consummated these acquisitions for a variety of reasons, including obtaining additional scale, acquiring a specific design or technical skill, achieving geographic diversification, strengthening existing customer relationships, forming new customer relationships or acquiring an underutilized asset that could more efficiently perform existing services within our organization. We have successfully integrated these acquisitions, improving the financial and operational performance of these assets over time by optimizing workflows and implementing best practices.

Highly experienced management team

On average, our management team has been with us and our predecessors for more than 11 years. Our management has instilled a culture that places an emphasis on cost consciousness, profitable growth and meeting targets. Additionally, our management team has consistently generated free cash flow while maintaining our leadership in service and technology trends that shape our industry. Our management team is seasoned in identifying, negotiating and integrating acquisitions.

BUSINESS STRATEGY

Provide additional services on existing business

We are a leading provider of digital imaging graphic services to the international consumer products packaging market. Our customers entrust us with their brands by utilizing our services and we value and protect that relationship. We intend to further strengthen our existing relationships by offering more products and services to existing customers. The graphic work attributable to a particular product represents a small overall percentage of the packaging cost but is disproportionately important in a package’s impact and effectiveness. We believe we have been successful at increasing the amount of services provided to customers over time by providing consistently high service levels. We also provide our customers complementary services, such as digital asset management and work flow management solutions. We believe our customers view many of the graphic services functions they perform in-house as non-core and will seek to outsource them to a trusted partner such as us. We intend to aggressively pursue brand development and creative design services with our consumer products customers, as well as image carrier and print support services with our printer and converter customers. We believe we have the capacity and personnel skills today to allow us to service more of our customers’ graphic services needs.

Pursue new business opportunities

We intend to aggressively pursue new business opportunities. We believe our existing customers recognize our superior service levels and are looking to us to provide graphic services on brands that we do not currently service. For example, we were recently awarded the Dr. Pepper brand from our existing customer, Cadbury Schweppes. We also believe we have developed strong customer recognition and that new customers will be attracted to our suite of service offerings. For example, we have recently experienced significant growth in services to providers of private label or store brands and believe they will be an important customer base in the future as they increase their efforts to develop premium brands to compete with international brands.

Capitalize on dynamic industry trends

The technological requirements and advanced systems and equipment necessary to meet customer needs continues to accelerate. The graphic services process is becoming an all-digital workflow from design through printing. These changes require an adaptive organization that has the highly-skilled personnel to understand, implement and utilize this technology. Given the rapid pace of change in our industry, we believe our customers will continue to outsource their graphic services needs. We also believe we are better positioned to service the needs of graphic services customers than our smaller competitors.

47

Continue our North American acquisition strategy

Since 1999, we have completed 21 acquisitions. We will continue to strategically acquire North American businesses in our industry. We will typically look to acquire businesses with less than $20.0 million in annual revenue that offer additional scale, broaden our geographic footprint, provide a specific design or technical skill, strengthen existing customer relationships, create new customer relationships, or have underutilized assets that could more efficiently perform existing services within our organization. Our management team will continue to apply strict standards in evaluating acquisition opportunities including the businesses’ leadership, customer retention probability, employee satisfaction, strategic fit, financial targets, synergies, and time and costs of integration.

Pursue international acquisition opportunities

We believe many of our customers are in the early stages of implementing brand globalization strategies. These strategies are intended to provide consistency within their brands, including, for example, packaging, coloring and text setting. We believe these customers may look to fulfill their graphic services needs with a single provider in order to aid in the effort of providing brand consistency across regions and overseas. We acquired UK-based MCG in 2005 with the intention of further strengthening our relationship with some of our top customers and servicing them on a global level. We will continue to evaluate acquisition opportunities overseas and look to acquire assets that will fulfill the needs of our customers as they implement their globalization strategies.

ACQUISITION HISTORY

The highly fragmented nature of the packaging graphics industry, the desire of consumer products companies to consolidate their supplier base and the pressure on smaller suppliers to meet consumer products companies’ increasing demands have presented many opportunities for us to grow through acquisitions. Since 1999, we have completed 21 acquisitions which, as of the one-year anniversary of such acquisitions, had aggregate annual revenues of approximately $111.0 million; and we expect to continue our acquisition strategy in the future. We will generally look to acquire businesses with less than $20.0 million in annual revenue that offer additional scale, broaden our geographic footprint, provide a specific design or technical skill, strengthen existing customer relationships, create new customer relationships, or have underutilized assets that could more efficiently perform existing services within our organization.

The following table summarizes our acquisitions from 1999 through March 2005:

Acquisition	Year of acquisition	Key capabilities
London Graphics	1999	Flexo
North American Roto Engravers	1999	Gravure
AEP Flexo	1999	Flexo
TSI	1999	Graphics
Swan Engraving	1999	Graphics
Cage Graphics	2000	Flexo
Lanscape	2001	Graphics
APP	2001	Flexo
PDC	2001	Creative Design
Colorbrite	2002	Graphics/Flexo
Pechiney Plastic Packaging	2002	Gravure

48

Acquisition	Year of acquisition	Key capabilities
ADS	2002	Production Art
LiveWire	2003	Graphics
Hobbs	2003	Graphics
Wetzel	2003	Gravure
Smurfit Stone (Winston-Salem assets)	2003	Gravure
Mozaic Group (51% acquired)	2004	Creative/Photography/ Interactive
MacKay (Florence facility)	2004	Gravure
Smurfit Stone (Dayton operations)	2004	Graphics
L’Image Creo	2005	Graphics/Flexo
MCG	2005	Graphics/Flexo

CUSTOMERS

Our customers consist of end-use consumer packaged goods manufacturers, mass merchant retailers, and the printers and converters that supply them. We serve over 1,300 customers with one customer accounting for 8% of fiscal 2005 revenue. Over the course of our 59 year history, we have established close and stable relationships with our customers. On average, we have enjoyed 30-year relationships with our top ten customers.

While consumer products companies have continued to outsource their graphics services needs, they are increasingly focused on consolidation of their supplier base. They often single-source their graphics work with respect to a particular product line to assure brand consistency and quality, improve speed-to-market and procure a full range of services. This supplier consolidation trend continues to play a significant role in shaping the graphics services industry and has created further market opportunities for full-service industry leaders, such as us, to expand our services and customer base and gain market share. Consistent with the supplier consolidation and single sourcing trends, consumer products companies are increasingly moving towards doing business with their graphic service providers under long-term supply contracts. Historically, this business has been done on a purchase order basis, with services purchased for discrete projects on an as needed basis. For an industry leader such as us, the move towards written contracts covering ongoing business and multiple projects over a number of years further strengthens our already consistent and stable business relationships and improves predictability. Roughly half of our revenue currently is generated under long-term contracts with our customers. These contracts typically provide that we are the sole supplier of services related to a product for an initial three to five year period. However, most of these contracts may be terminated by the customer without cause upon 30 to 90 days notification and do not provide that our customers have to purchase a minimum amount of our services.

Our employees have developed a network of relationships at all levels of the various customer organizations and value chain partners. These relationships not only facilitate optimal day-to-day operations but also help us to remain abreast of evolving industry trends and anticipate upcoming changes.

Over the last several decades, we have established strong working relationships with various design houses and printers. Our personnel are familiar with the equipment and software at these value chain partners and have developed close relationships with their counterparts at these organizations. This knowledge and familiarity provide us with a significant competitive advantage in meeting customer demands. In addition, these longstanding relationships help generate repeat business, both through referrals from the printers and design houses to packaged goods companies, as well as through the selection of us for their discretionary work.

49

MARKETING AND SALES

We have one team of sales people and client service technicians who call on consumer packaging companies and a separate team of sales people and print support specialists who call on printers/converters. We assess category opportunities in current and adjacent markets to focus on optimizing the marketing and sales effort with regard to our product and services portfolio. Category assessment and management is an optimization process that takes place on the level of a cluster of product and service offerings tailored to a specific category. We assess the percentage of companies in a specific category market in which we currently enjoy business relationships, versus the percentage where we can focus resources on developing new opportunities and relationships. While we may not have a single source relationship (all branding media) with all the companies in a specific category, the assessment demonstrates which areas could produce the greatest benefit and where synergies may deliver incremental value.

Our account managers have built strong relationships with internationally renowned companies, such as Kraft, Nestlé and Procter & Gamble, through years of hard work and today these customers rely on us to provide graphic services for several of their brands. We believe that one key to the longevity and success of these relationships has been our ability to support our account managers with superior execution. Our technical specialists have strengthened many customer relationships by helping introduce new graphics that differentiate customers’ products in stores.

PROPERTIES

We began operations in Louisville, Kentucky and continue to maintain our headquarters there. We have a broad geographic reach through our network of 34 low cost production facilities located across the United States, Canada, Mexico and the United Kingdom. Virtually all of these production facilities provide prepress graphics services; 16 of them produce flexographic plates; and 10 of them produce gravure cylinders. Due to shipping costs, proximity to the customer is particularly important with respect to image carriers. While graphic services can be provided at a greater distance from the customer, it is still a competitive advantage to be able to have face-to-face contact with the customer on short notice when necessary or desirable. We are evaluating potential acquisition opportunities to expand our footprint on the west coast of the United States.

We also operate on-site at 24 consumer products company locations and five printer locations. On-site services typically involve packaging graphics services and project management work. We also operate seven facility-managed locations. This work typically involves production of flexographic plates at printers. We have expanded our on-site and facility-managed presence to strengthen customer relationships, improve cost efficiencies, and increase speed and accuracy of the end-products. Image quality, consistency and response times are becoming increasingly important to our customers and on-site and facility-managed locations help us to better serve our customers’ needs.

Effective as of November 2005, we expanded outside North America with the acquisition of MCG, adding facilities in Hull, Cambria and London, England, and significantly expanding our ability to serve our multinational customers. We also established a prepress facility in Nottingham, England in 2005. We also have relationships with certain regional graphic services providers in Europe, Australia and India.

50

Excluding our headquarters in Louisville, we have 34 operating facility locations.

Location	Owned	Leased
United States
Appleton, WI		X
Armonk, NY		X
Atlanta, GA (Gravure)		X
Atlanta, GA (Flexo)		X
Atlanta, (Mozaic)		X
Battle Creek, MI		X
Charlotte, NC		X
Dallas, TX		X
Elgin, IL		X
Florence, KY	X
Fulton, NY	X
Greensboro, NC		X
McBee, SC		X
Milwaukee, WI		X
Minneapolis, MN		X
Philadelphia, PA		X
Plymouth, MN		X
Reidsville, NC1		X
Richmond (Mozaic)		X
Richmond, VA (Eastgate)2	X
Richmond, VA (Lewis Road)		X
St. Louis, MO (Prepress, Flexo)		X
St. Louis, MO (Mozaic)		X
West Monroe, LA	X
Winston Salem, NC		X
Canada
Brampton, Ontario		X
Brockville, Ontario		X
Mississauga, Ontario (Gravure)		X
Mississauga, Ontario (Decorative)		X
Montreal		X
Mexico
Mexico City		X
United Kingdom
Cambria		X
Hull		X
London		X
Nottingham		X

1 We expect the Reidsville facility to become operational in the second quarter of 2006.

2 The Eastgate location is being consolidated into the Lewis Road location and the consolidation is expected to be complete in the second quarter of 2006.

51

RESEARCH AND DEVELOPMENT

We utilize state-of-the-art information technology to support both our service offerings to our customers, as well as our internal operations. Our IT team comprises experts focused on information systems, manufacturing technologies, plant engineering systems, shop floor systems and enterprise solutions.

Our manufacturing technologies team includes a unique and dedicated group of regional technology experts with a focus on research and analysis of new technologies, standardization of technology and designing/implementing smooth workflows. This group concentrates its efforts on understanding the systems and equipment available in the marketplace and creating solutions using off-the-shelf products, customized to meet a variety of specific client and internal requirements. This team has a combined experience of 100 years in the graphics services industry and has become an extension of many of our technology vendors, providing them with valuable feedback that helps improve product quality and capabilities.

INFORMATION SYSTEMS

Our information systems consist of the following platforms. We use an IBM AS400 midrange with custom applications that provide manufacturing, shipping, invoicing and accounts receivable. We use Virtual Ticket as a common shop floor manufacturing system that we are in the process of deploying. Following the Acquisition, Alcoa provides financial systems through Oracle software for us on a transition basis. We believe that we will be able to quickly replace the Alcoa provided systems with a system that provides similar functionality. Alcoa will provide transition services until a replacement system is installed.

INTELLECTUAL PROPERTY

Our customers own the designs and graphics images that are the subject of our services and own the gravure image carriers used in the pre-printing process. Our only significant intellectual property assets are the names we operate under: “Southern Graphic Systems” and “SGS” in North America, and “MCG Graphics” in the United Kingdom.

RAW MATERIALS

Our primary raw material purchases include sheet photopolymer for flexographic plates, photographic film, chemicals, storage media, ink, colorants, plate materials, proofing and various other supplies and chemicals. We purchase our most commonly used raw materials under long-term contracts and are not impacted by short-term movements in raw material prices. In fiscal 2005, material and supply costs represented approximately 13% of our sales.

EMPLOYEES

As of April 1, 2006, we had 1,690 employees, 1,245 of whom are located at United States production facilities, 50 of whom are United States corporate employees, 260 of whom are located in Canada, and 20 of whom are located in Mexico. We have an additional 115 employees in the UK. All of our United States employees are non-union. A number of MCG employees in the UK are members of the Graphical, Paper & Media Union, although the GPMU is not a bargaining agent for the employees at the MCG facility.

ENVIRONMENTAL MATTERS

As with most manufacturers, our facilities and operations are subject to federal, state, local and foreign environment laws, regulations and ordinances, including those that:

• govern activities or operations that may adversely affect the environment, such as discharges to air and water, as well as handling and disposal practices for solid and hazardous wastes;

52

• seek to protect occupational safety and health; and

• impose liability for the costs of cleaning up, and certain damages resulting from, sites of past spills, disposals or other releases of hazardous substances.

The violation of such laws and regulations can result in substantial civil and criminal fines and penalties. We do not currently anticipate any material adverse effect on our operations or financial condition as a result of our efforts to comply with, or our liabilities under, these requirements. We will, from time to time, incur costs to attain or maintain compliance with frequently changing regulatory requirements under environmental law, but do not currently expect any such costs to be material.

We are or may be required to obtain or update air permits under state or federal laws at certain of our facilities. We do not believe we will require any additional pollution reduction or capital improvements, nor do we believe we will be subject to fines or penalties, the costs of which, in the aggregate, are reasonably likely to be material.

Certain of our facilities are known to have low levels of contaminants from hazardous substances. Additional contamination could be detected at other current or former facilities. In connection with the Acquisition, the seller has provided an indemnity for certain of these conditions, subject to certain limitations, and based on the nature of the environmental impacts and such indemnity, we do not believe our liability for these conditions is likely to be material. Although we do not believe that we are currently subject to any material environmental liabilities, the operations of manufacturing plants entails risks in these areas and there can be no assurance that we will not discover previously unknown environmental non-compliance or contamination.

We have not made any material expenditures during the last three fiscal years in order to comply with environmental laws or regulations. Based on our experience to date, we believe that the future costs of compliance with existing environmental laws and regulations (and liability for known environmental conditions) are not reasonably likely to have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity. However, we cannot predict what environmental or health and safety legislation or regulations will be enacted in the future or how existing or future laws or regulations will be enforced, administered or interpreted, nor can we predict the amount of future expenditures that may be required in order to comply with such environmental or health and safety laws or regulations or to respond to future environmental claims and liabilities.

LEGAL PROCEEDINGS

From time to time, we have been a party to routine pending or threatened legal proceedings and arbitrations. Based upon information currently available, and in light of legal and other defenses available to us, management does not consider the liability from any threatened or pending litigation to be material to us.

53

MANAGEMENT

The following sets forth certain information with respect to the persons who are members of the our Board of Directors, our executive officers and key management employees of the Company and its subsidiaries.

Name	Age*	Position
Henry R. Baughman	58	President, Chief Executive Officer and Director
Luca C. Naccarato	45	Executive Vice President; President of Southern Graphic Systems—Canada, Co.
Michael L. Shannon	39	Senior Vice President
James M. Dahmus	49	Chief Financial Officer
Vic Baranowski	48	Vice President, Northeast Region
Terence E. Dunn	50	Global Business Unit Manager
Ray Earlewine	43	Chief Financial Officer of Mozaic
William Freeman	50	President of Mozaic
Mary Ann Gibson	50	Chief Executive Officer of Mozaic
Benjamin F. Harmon, IV	53	Vice President, General Counsel and Secretary
Christopher Horton	45	Vice President, Southern Region
Thomas Hughes	48	Vice President, Treasurer and Controller
William D. Klocke	60	Regional Vice President
Craig Korte	44	Senior Director, Strategic Initiatives
Donald Newton	52	Vice President, Midwest Region
Todd C. Santo	44	Vice President of Creative Services
Dennis Wilcox	52	Regional Vice President
Joseph M. Silvestri	44	Director
John P. Civantos	37	Director
Thomas L. Hammond	70	Director
Richard Leong	33	Director

* As of April 28, 2006.

Henry R. Baughman has been employed by us since 1973. He became President and a director in 1999. Prior to becoming President he held various senior executive level positions with us. Mr. Baughman is a graduate of Rochester Institute of Technology. As our President, Mr. Baughman leads our strategic planning, acquisition process, resource units and customer value determination system. Mr. Baughman became one of our directors upon completion of the Acquisition in December 2005.

Luca C. Naccarato has been employed by us since 1993. He became Executive Vice President in June 2000. He is also the President of Southern Graphic Systems-Canada, Co./Systemes Graphiques Southern-Canada, Co. As our Executive Vice President, Mr. Naccarato is responsible for integrating our new acquisitions, managing our operations, and developing annual growth and business objectives. Prior to joining us, Mr. Naccarato worked for a mid-sized packaging graphics and gravure supplier near Toronto, Canada.

Michael L. Shannon has been employed with us since 2000 and has been a Senior Vice President since 2002. He is also our Senior Vice President of Global Operations and a director of MCG and SGS UK. He is currently responsible for leading and executing our global strategy. Mr. Shannon has 17 years of experience in the graphic arts industry with responsibilities in Operations, Sales & Marketing, Information Technology, and Mergers/Acquisitions. Prior to joining SGS, he spent 12 years at Schawk.

James M. Dahmus has been employed with us since April 10, 2006. He served as the senior vice president and chief financial officer of Sunny Delight Beverages Co., an international consumer products company from 2004 until April 2006. From 2003 until 2004, he was the CFO for ADVO^®, the largest direct marketing company in the world with $1.2 billion in revenue. Prior to that, he served in a variety of business leadership roles at Convergys and Cincinnati Bell beginning in 1995, including President of Asia/Pacific, CFO of the Software

54

Division, and Corporate Controller. Prior to that, he served for 15 years at Procter & Gamble, with 13 of those years in finance and two as a brand manager of Pringles^®. He received his MBA from Northwestern University, and his BA from Penn State University.

Vic Baranowski has been employed by us since 1989. He has been our Northeast Vice President since 2003. Mr. Baranowski’s responsibilities include sales, marketing, business operations and startups, and he is responsible for locations serving the gravure market in the northeast region. Mr. Baranowski holds an MBA and an undergraduate degree from Rensselaer Polytechnic Institute.

Terence E. Dunn has been employed by us since 1983. He has been the Global Business Unit Manager for the Procter & Gamble account since 1997. Over the years, Mr. Dunn has held positions as our Production Control Manager, Sales Representative, Sales Manager, Print Production Manager and General Manager. In 1997, Mr. Dunn was responsible for the start up of SGS Mexico and managed the facility for five years. He graduated from Quincy University with a BS in elementary education.

Ray Earlewine has been employed by our Mozaic subsidiary since 2003 as its Chief Financial Officer and Corporate Secretary. He has 20 years of experience in accounting and finance, including positions in public practice and in industry. Prior to joining Mozaic, Mr. Earlewine was the Chief Financial Officer for a transportation company and was also a principal in a nationwide CPA firm based in St. Louis, MO. He holds a Bachelor’s Degree in accounting from the University of Missouri, is a licensed CPA in the State of Missouri and is a member of various accounting associations.

William Freeman has been employed by our Mozaic subsidiary since 2003 as its President. He serves as executive liaison to cultivate cross-selling opportunities within our organization. Mr. Freeman joined Mozaic after a successful 25-year career in the advertising industry. Prior to joining Mozaic, he served as Vice President of Leo Burnett in Chicago, from 1984 to 1992. In 1993, Mr. Freeman was recruited to become the President and Chief Operating Officer and a Board Member of TBWA Chiat/Day in St. Louis, MO. He earned his Bachelors Degree in marketing/radio TV production from the University of Michigan, Ann Arbor.

Mary Ann Gibson founded our Mozaic subsidiary in 2003. Ms. Gibson is the Chief Executive Officer of Mozaic and is an active member of the group’s business development team. She has over 25 years of experience in the graphics arts industry. Prior to founding Mozaic, she was the Chief Executive Officer of the St. Louis division of Big Flower Holdings of New York.

Benjamin F. Harmon, IV was employed by the Company as Vice President, General Counsel and Secretary in January 2006. Mr. Harmon joined Reynolds Metals Company (Southern Graphic Systems, Inc.’s former parent company) as an attorney in 1989 and handled various legal matters for Reynolds and its subsidiaries. After Alcoa Inc. acquired Reynolds in 2000, Mr. Harmon became Manager, Business Development for Alcoa’s Packaging and Consumer Group, where he worked with Southern Graphic Systems, Inc. and other Alcoa businesses in a non-legal capacity planning and negotiating acquisitions and divestitures through December 2005. Mr. Harmon is a member of the Virginia State Bar.

Christopher Horton has been employed by us since 2001 as Vice President of the Southern Region. He founded Advance Printing Products in 1988, which grew profitably to an $8 million business with three locations before being acquired by us in March 2001. Mr. Horton currently manages five of our operations. Additionally, he has assumed national market sector responsibility for the corrugated box market. He has 17 years of experience in the graphic arts industry. He earned a BS in accounting from Clemson University.

Thomas Hughes has been employed by us since 1996. He became our controller in 2004. Mr. Hughes has held several management positions in the finance area. He has been responsible for the due diligence and integration of acquisitions, financial reporting, forecasting, planning and Sarbanes-Oxley compliance for the organization. He is a graduate of Carson-Newman College with a BS in Business. He holds an MBA from Old Dominion University and pursued further studies in accounting at Virginia Commonwealth University. He is a licensed CPA in the Commonwealth of Virginia and has passed the CIA exam.

55

William D. Klocke has been employed by us since 2002 as a Regional Vice President. His responsibilities span business operations, sales, marketing and mergers/acquisitions. Mr. Klocke has responsibilities for three locations. He has over 30 years of experience in the graphics industry. Prior to joining us, he held various positions at COLORHOUSE, including serving as its President and Vice President of Operations. He holds a graphic arts degree from North Dakota College of Science.

Craig Korte has been employed by us since 2002 as a Senior Director, Strategic Initiatives. Mr. Korte’s experience comprises operations, design management, quality management and purchasing. Prior to joining us he spent 10 years at Kraft Foods as its Director of Operational Effectiveness and Innovation where he was responsible for providing a broad range of organizational development services and supporting the business leaders. He attended Triton College, studying graphic arts and primary management and the Art Institute, studying commercial art and advertisement.

Donald Newton has been employed by us since 1997. He became the Midwest Vice President in 2001. In 2002, Mr. Newton led the implementation of the Alcoa Business System, which has generated substantial savings for us. In 2004, he led the acquisition of Smurfit Stone’s Graphic Center and MacKay’s Florence facility and was responsible for integrating these groups into the Company. He has 30 years of experience working in various industries including aluminum production and recycling, paper manufacturing and prepress. He is a graduate of Virginia Tech with a BS in mechanical engineering. He is an ASQC Certified Quality Engineer and has received his MBA from the College of William and Mary.

Todd Santo has been employed by us since 1994. He joined the Company in a senior sales management role in 1994 and was promoted to General Manager of the St. Louis operation in 1996. In 2005 he was promoted to Vice President of Creative Services. Prior to joining the Company, he served in a senior management role with Anheuser-Busch.

Dennis Wilcox has been employed by us since 1978. He became a Regional Vice President, with responsibility for four locations in the southeast, in 2001. Mr. Wilcox has held numerous positions in the gravure engraving industry since he started in the industry in 1971.

Joseph M. Silvestri is a Managing Partner at Citigroup Venture Capital (“CVC”) and became one of our directors in connection with our formation in November 2005. He joined CVC, a private equity firm, in 1990 after working at Lamar Companies in private equity investments. Mr. Silvestri received his B.S. from Pennsylvania State University and his MBA from Columbia Business School. He is a director of MacDermid, Incorporated and Worldspan L.P.

John P. Civantos is a Partner at CVC and became one of our directors of in connection with our formation in November 2005. He joined CVC in 2004 after serving for several years with the leveraged buyout firm Hicks, Muse, Tate & Furst. Prior to Hicks, Muse, he was with Morgan Stanley & Co. Mr. Civantos is a director of Remy International, Inc. and IWCO Direct Inc.

Thomas L. Hammond became one of our directors in December 2005. He was our president from 1978 to 2002, and our Chief Executive Officer from 2000 until 2002, when he retired. He has a BS in mechanical engineering from Purdue and a J.D. from the University of Louisville.

Richard Leong became one of our directors of in February 2006. Mr. Leong has served as the Managing Director of Flexo Manufacturing Corporation, a Philippines-based maker of flexible packaging, since 2004 and served as that company’s Executive Vice President from 1996 to 2003. He is also the Chairman of Tigerpack Ltd. (Shanghai), a flexible packaging maker located in China, and serves as the Chief Investment Advisor to Lyon Capital Partners, a private investment fund. Mr. Leong received his BS in Economics, with a concentration in Decision Sciences, from the Wharton School of the University of Pennsylvania.

56

COMPENSATION OF DIRECTORS

Directors (other than management directors) are paid $15,000 per year for serving on our board and are reimbursed for out-of pocket expenses incurred in connection with attending our board of director meetings.

AUDIT COMMITTEE FINANCIAL EXPERT

Messrs Silvestri, Civantos and Leong comprise our audit committee, the Audit Committee. The Audit Committee has determined that it does not have an “audit committee financial expert” as that term is defined in the Securities and Exchange Commission rules and regulations. However, the Audit Committee believes that its members have demonstrated the capability of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

Pursuant to Rule 10A-3(b)(1)(iv)(A)(1) of the Securities Exchange Act of 1934, we are exempt from the requirement to have an audit committee comprised solely of independent members. Reliance on such exemption does not materially adversely affect the ability of the Audit Committee to act independently.

COMPENSATION COMMITTEE

On April 25, 2006, the Board of Directors appointed Messrs. Silvestri, Civantos and Hammond to serve on our Compensation Committee.

EXECUTIVE COMPENSATION

The following table summarizes, for the periods indicated, the principal components of compensation for our Chief Executive Officer and four of our other most highly compensated executive officers for our fiscal years ended 2005, 2004, and 2003. We refer to these persons as our named executive officers.

Summary Compensation Table

	Annual compensation							Long term compensation awards
Name and principal position	Year	Salary		Bonus(2)		Other Annual compensation		Restricted Stock Awards(3)		No. of Stock Options(4)	All other Compensation(5)
Henry R. Baughman President, Chief Executive Officer, Director	2005 2004 2003	$	241,440 232,440 220,440	$	409,482 108,410 53,055	$	—   —   1,322	$ $	69,325 83,789 —	10,400 10,400 20,000	$	43,505 20,627 20,505
Luca C. Naccarato President (SGS Canada) and Executive Vice President (U.S.)	2005 2004 2003		221,310 216,970 202,776		341,172 113,844 49,913		—   —   33		59,000 71,310 —	8,400 7,900 20,200		15,523 14,782 12,483
Michael L. Shannon Senior Vice President	2005 2004 2003		210,168 208,086 196,308		250,177 87,346 38,657		14 —   —		33,188 40,112 —	4,450 4,450 5,500		13,747 13,609 12,304
Thomas A. Hughes Controller	2005 2004 2003		87,000 84,250 76,600		27,249 12,980 1,885		—   —   —		—   —   —	—   —   —		5,292 5,118 4,650
Hugh M. Williams(1) VP, Finance & Administration	2005 2004 2003		127,594 127,594 120,372		—   35,706 23,704		—   —   —		22,125 26,741 —	3,300 3,300 5,500		153,714 11,415 10,152

(1) Mr. Williams retired from the Company effective December 17, 2005.

57

(2) The Bonus paid for 2005 consisted of cash retention payments made by Alcoa in connection with its divestiture of Southern Graphic Systems, Inc.

(3) Represents the market value of awards of restricted stock units of Alcoa Inc. as of the date of grant. The restricted stock units were granted pursuant to the Alcoa Stock Incentive Plan. Dividends on shares of Alcoa Inc. common stock are paid to holders of restricted stock units. The restrictions on the restricted stock units lapse on the third anniversary of their grant. All of the restricted stock awards were forfeited upon the consummation of the Acquisition unless the executive retired prior to such time.

(4) Represents options granted pursuant to the Alcoa Stock Incentive Plan. On January 1, 2006, Alcoa Inc. accelerated the vesting of unvested stock options granted to employees in 2004 and on January 13, 2005, including the options granted to the named officers shown in the table. Alcoa’s decision to accelerate the vesting of the 2004 and 2005 options was made primarily to avoid recognizing the related compensation cost in future financial statements upon the adoption of Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004) “Share-Based Payment,” which Alcoa adopted on January 1, 2006.

(5) The following table shows the amount of each category of “All Other Compensation” received by each named executive officer in fiscal year 2005.

Name	401(k) Matching Contribution		Vacation Pay		Dividend Equivalent Stock Award		Dividend Equivalent Payment		Group Term Insurance		Severance Payment		Cash Award
Henry R. Baughman	$	12,600	$	27,858	$	1,924	$	349	$	774	$	0	$	0
Luca C. Naccarato		12,600		0		2,400		253		270		0		0
Michael L. Shannon		12,059		0		1,350		151		162		0		25
Thomas A. Hughes		5,220		0		0		0		72		0		0
Hugh M. Williams		7,920		6,870		900		151		464		137,409		0

The following table shows the amount of each category of “All Other Compensation” received by each named executive officer in fiscal year 2004.

Name	401(k) Matching Contribution		Vacation Pay		Dividend Equivalent Stock Award		Dividend Equivalent Payment		Group Term Insurance		Financial Planning/ Tax Preparation		Company Car
Henry R. Baughman	$	12,300	$	4,643	$	1,410	$	1,190	$	774	$	310	$	0
Luca C. Naccarato		12,300		0		1,200		1,102		180		0		0
Michael L. Shannon		12,300		0		675		382		162		0		90
Thomas A. Hughes		5,055		0		0		0		63		0		0
Hugh M. Williams		7,665		2,454		450		382		464		0		0

The following table shows the amount of each category of “All Other Compensation” received by each named executive officer in fiscal year 2003.

Name	401(k) Matching Contribution		Vacation Pay		Dividend Equivalent Payment		Group Term Insurance		Financial Planning/ Tax Preparation		Cash Award		Company Car
Henry R. Baughman	$	12,000	$	4,182	$	349	$	774	$	1,200	$	2,000	$	0
Luca C. Naccarato		12,000		0		253		180		0		50		0
Michael L. Shannon		11,779		0		151		162		0		0		212
Thomas A. Hughes		4,596		0		0		54		0		0		0
Hugh M. Williams		7,222		2,315		151		464		0		0		0

58

Option Grants During Fiscal Year 2005(1)

	Individual Grants				Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term
Name	Number of Shares Underlying Options Granted	% of Total Options Granted to Employees in 2005	Exercise Price ($/Share)	Expiration Date(2)	5%		10%
Henry R. Baughman	10,400	0.16	29.54	1/13/11	$	411,699	$	544,252
Luca C. Naccarato	8,400	0.13	29.54	12/31/07		287,248		330,269
Michael L. Shannon	4,450	0.07	29.54	12/31/07		152,173		174,694
Thomas A. Hughes	—	—	—	—		—		—
Hugh M. Williams	3,300	0.05	29.54	1/13/11		130,635		172,695

(1) All options were granted under the Alcoa Stock Incentive Plan. The options were granted on January 13, 2005, have a term of 6 years and were scheduled to become exercisable in one-third increments on each anniversary of the grant date, beginning January 13, 2006.

(2) In connection with the Acquisition, the option agreements with Mr. Naccarato and Mr. Shannon were amended to provide that the options granted on January 13, 2005 would expire on December 31, 2007.

Aggregated Option Exercises During Fiscal Year 2005 and Year-End Option Values⁽¹⁾

The following table sets forth certain information concerning the number and value of unexercised options held by each of our named executive officers, as of the end of fiscal year 2005. No options were exercised by the named executive officers during fiscal year 2005. The value of in-the-money stock options represents the positive spread between the exercise price of stock options and the fair market value of the options, based upon the closing price of Alcoa common stock on the New York Stock Exchange on December 30, 2005 of $29.57 per share.

Name	Shares Acquired on Exercise(#)	Value Realized($)(2)	Number of Securities Underlying Unexercised Options at End of 2005 Fiscal Year		Value of Unexercised In-the- Money Options at End of 2005 Fiscal Year
			Exercisable(3)	Unexercisable	Exercisable		Unexercisable
Henry R. Baughman	—	—	92,468	6,666	$	217,377	$	0
Luca C. Naccarato	6,733	70,330	67,937	0		160,224		0
Michael L. Shannon	1,833	19,149	19,900	0		73,079		0
Thomas A. Hughes	—	—	—	—		—		—
Hugh M. Williams	—	—	21,267	1,833		66,081		0

(1) All options were granted under the Alcoa Stock Incentive Plan.

(2) In connection with the Acquisition, Alcoa Inc. cashed out certain of Mr. Naccarato and Mr. Shannon’s unvested stock options that were issued on January 10, 2003. These stock options had an option price of $22.555 per share and vested in one-third increments on each anniversary of the grant date. Alcoa Inc. cashed out these stock options at a price of $33.00 per share.

(3) On January 1, 2006, Alcoa Inc. accelerated the vesting of unvested stock options granted to employees in 2004 and on January 13, 2005, including the options granted to the named officers shown in the table. Alcoa’s decision to accelerate the vesting of the 2004 and 2005 options was made primarily to avoid recognizing the related compensation cost in future financial statements upon the adoption of Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004) “Share-Based Payment,” which Alcoa adopted on January 1, 2006.

59

SAVINGS PLANS

Effective January 1, 2006, the Company adopted the Southern Graphic Systems, Inc. Savings Plan (the “Plan”), a defined contribution plan under Section 401(k) of the Internal Revenue Code, for the benefit of eligible employees and their beneficiaries. An employee is eligible to make elective deferral contributions to the Plan beginning on the first day of any payroll period on or following April 1, 2006. The Plan is funded with both employer and employee contributions. Participants may voluntarily contribute up to 16% of their annual pay into the plan, not to exceed an annual dollar limitation, which is $15,000 in 2006. The Plan provides that, for each payroll period beginning on or after July 1, 2006, the Company may make matching contributions in an amount to be determined by the Board of Directors, which amount for each payroll period shall not be greater than 100% of the participant’s elective deferrals that do not exceed the first 6% of the participant’s compensation for the payroll period. In addition, the Plan provides that, for any Plan year, the Company may make discretionary contributions in an amount to be determined by the Board of Directors as of the last day of the Plan year on behalf of each participant, subject to certain Internal Revenue Code limitations. Participants vest in their matching contributions and discretionary contributions after three years of service, or, if earlier, upon attainment of age 65, disability, death, the closure of a plant at which the participant is employed, a layoff that continues for at least 24 months, or a permanent layoff (defined as an absence from employment due to a reduction in work force due to lack of work, where it is intended that a participant will not be subject to recall). Distributions of vested rights from the Plan are available upon death, disability, or severance from employment subject to the terms of the Plan. Hardship distributions and loans are also available to participants pursuant to the terms of the Plan.

Mozaic maintains the Mozaic Group 401(k) Plan, a defined contribution plan under Section 401(k) of the Internal Revenue Code, for the benefit of eligible employees and their beneficiaries. An employee is eligible to make salary reduction contributions to the plan after attaining age 21. A participant is eligible to receive matching and discretionary profit sharing contributions after attaining age 21 and completing one year of service. The plan is funded with both employer and employee contributions. Participants may voluntarily contribute up to 85% of their annual pay into the plan, not to exceed an annual dollar limitation, which is $15,000 in 2006. The company has discretion as to the occurrence and the amount of matching and profit sharing contributions, subject to statutory limitations on the amount of the participant’s earnings that may be taken into account (for 2005, this limit is $210,000). Participants vest in matching and discretionary profit sharing contributions as follows: 20% after two years of service; 40% after three years of service; 60% after four years of service; 80% after five years of service; and 100% after six years of service. Distributions of vested rights from the plan are available upon death, disability or severance from employment subject to the terms of the plan.

Non-qualified deferred compensation

Certain employees of Southern Graphic Systems, Inc. who receive regular remuneration in the form of salary during a year of at least $125,000 will be eligible to participate in the Deferred Compensation Plan, which when it has been approved by that company’s board of directors, is expected to become retroactively effective as of April 1, 2006. The plan is unfunded and benefits under the plan are paid from the general assets of the Company. Any employee whose salary deferrals to the Company’s qualified plans are limited by Internal Revenue Code limitations may elect to reduce his or her salary and have an equal amount credited to the plan of the excess, if any, of (i) the amount of salary deferrals that would have been credited pursuant to the Southern Graphic Systems, Inc. Savings Plan on his behalf for the plan year had the statutory limitations not been applicable over (ii) the amount of salary deferrals actually credited for the year by the participant to the Savings Plan. Salary reduction credits under the plan shall be in the same percentage as most recently elected under the Savings Plan. For each payroll period for which the Company credits salary to the plan on behalf of the participant, matching credits will also be credited to the plan on behalf of the participant. The matching credits for each payroll period will be equal to an amount not greater than 100 percent of that portion of the salary reduction credits that do not exceed 6% of the participant’s salary for the payroll period. The balance of a participant’s benefit under the plan will be distributed upon the participant’s termination of employment or death (to the participant’s beneficiary) in a lump sum, unless the participant elects to have the benefit paid in annual installments over a period of not more than ten years.

60

Severance arrangements

Employees of Southern Graphic Systems, Inc. are covered by a Termination Allowance Policy. All active full-time salaried and hourly employees of Southern Graphic Systems, Inc. are eligible. Benefits pursuant to the policy are funded entirely by Southern Graphic Systems, Inc. Benefits are payable to employees who are terminated due to a reduction in workforce initiated by the Company, provided that a salaried employee must have completed one full year of continuous service at the date employment ends and an hourly employee must have completed six months of continuous service at the date employment ends. Employees receive a lump sum benefit based on full years of continuous service and base salary or hourly rate, as applicable, on the date of termination. The lump sum benefit for salaried employees ranges from a payment equal to two weeks of base salary for employees who have completed one year of continuous service to six months of base salary for employees who have completed 25 years or more of continuous service. The lump sum benefit for hourly employees ranges from one week of base pay for employees who have completed six months of continuous service to three weeks of base salary for employees who have completed six years or more of continuous service. In addition, salaried employees who are permanently separated are eligible to continue to participate in welfare benefit plans for which the employee is eligible as follows: employees with less than one year of service—one month; one to five years of service—three months; six to fifteen years of service—six months; sixteen or more years of service—one year. Hourly employees who are laid off or permanently separated are eligible to continue to participate in welfare benefit plans for which the employee is eligible for one month following the layoff or separation date.

EMPLOYMENT AGREEMENTS AND ARRANGEMENTS

Henry R. Baughman. We entered into a Supplemental Pension Agreement, dated as of April 6, 1999, with Mr. Baughman. However, in connection with the Acquisition, Alcoa retained the liabilities associated with the supplemental agreement. Mr. Baughman’s benefit under the supplemental agreement is determined in part with reference to his benefit under the Southern Graphic Systems, Inc. Pension Plan, or Plan, which was also retained by Alcoa in the Acquisition. The Plan does not include nonrecurring compensation, such as bonuses, in determining the participant’s benefit. Under the supplemental agreement, we agreed to pay to Mr. Baughman, upon his retirement, a pension benefit equal to the difference between: (i) the pension benefit payable under the terms of the Plan, and (ii) the pension benefit that would have been payable under the terms of the Plan if there were no limits imposed by the Internal Revenue Code either on compensation to be taken into account for computing benefits or on benefits payable under a qualified plan, and if the Plan had been amended effective January 1, 1998 so that compensation included any bonus paid to him in the year 1998 and any future year until the date of his retirement. This agreement will terminate if Mr. Baughman becomes covered by any other plan or agreement implemented by us to the extent the new plan promises a benefit similar in type or value to a benefit promised in this agreement. If the new plan is solely prospective in its application, then the benefit payable under this agreement will continue to be payable to the extent accrued before the effective date of the new plan and if the new plan applies retroactively, it will replace this agreement entirely and no payments will thereafter be payable under this agreement.

Luca Naccarato. We entered into a Letter Agreement, dated June 23, 2003, with Mr. Naccarato pursuant to which we agreed to pay for a degree program from an accredited university for a B.S. in Business Administration or its equivalent. We also agreed to pay to move Mr. Naccarato’s family from Louisville, Kentucky to Toronto, Canada.

Employment agreements

We entered into employment agreements with Messrs. Baughman and Naccarato in connection with the closing of the Transactions. The term of these employment agreements is initially for three years for Mr. Baughman and four years for Mr. Naccarato and will automatically renew for successive one-year periods, unless either party gives written notice to the other not less than ninety days prior to the end of the original term

61

(or any subsequent term, as the case may be). Each of these agreements was amended on January 25, 2006, to increase Mr. Baughman’s base salary from $241,440 to $320,440 and Mr. Naccarato’s base salary from $225,649 to $275,000. The remaining terms of such agreements were not changed by such amendments.

We entered into an employment agreement with Mr. Dahmus on April 10, 2006. The term of the employment agreement is initially for three years and will automatically renew for successive one-year periods, unless either party gives written notice to the other not less than ninety days prior to the end of the original term (or any subsequent term, as the case may be). Mr. Dahmus’ base salary is $220,000.

Each executive is entitled to receive the base salary set forth in such executive’s employment agreement, which will be reviewed annually throughout the term. In addition to base salary, the executives are entitled to participate in our employee benefit plans for senior management. The executives are also eligible to participate in our new senior management bonus plans, when adopted, with annual incentive targets of 50% of base salary for Mr. Baughman and Mr. Dahmus and 40% of base salary for Mr. Naccarato.

Each executive’s employment will terminate automatically upon his death. We may terminate the executive’s employment for any disability that has continued for a period of ninety days. We may also terminate the executive’s employment at any time for “cause” (as described below) upon written notice. We may also terminate the executive’s employment at any time without cause, upon written notice. The executive may terminate his or her employment upon prior written notice not less than thirty days prior to the effective date of such termination. If the executive terminates his employment for “good reason” (as defined below) it will be deemed to be a termination of the executive’s employment without cause by us.

“Cause” generally means any of the following: (i) gross or willful misconduct; (ii) willful and repeated failure to comply with the directives of our board of directors or any of our supervisory personnel; (iii) any criminal act or act of dishonesty or willful misconduct or any act of fraud, dishonesty or misappropriation involving us or any of our subsidiaries; (iv) any conviction or plea of guilty or nolo contendere to a felony or a crime involving dishonesty; (v) breach of the terms of any confidentiality, non-competition, non-solicitation or employment agreement the executive has with us or any of our subsidiaries; (vi) acts of malfeasance or negligence in a matter of material importance to us or any of our subsidiaries; (vii) the material failure to perform the duties and responsibilities of the executive’s position after written notice and a reasonable opportunity to cure (not to exceed 30 days), (viii) grossly negligent conduct; or (ix) activities materially damaging to us or any of our subsidiaries.

“Good reason” generally means, after written notice by the executive to our board of directors and a reasonable opportunity for us to cure (not to exceed 30 days), any of the following: (i) the executive’s base salary is not paid or is reduced by more than ten percent in the aggregate other than as part of a salary reduction program pursuant to which the base salaries of all executive officers are reduced by the same percentage at the same time and for the same period of time; (ii) the executive’s target incentive payments are reduced; or (iii) the executive’s job duties and responsibilities are diminished. The expiration of the term of the employment agreement (including notice of non-renewal) shall not be considered “good reason.”

If an executive’s employment is terminated for any reason, the executive shall be entitled to receive the employee benefits to which he is entitled pursuant to the terms of the relevant employee benefit plans in which the executive participates. If an executive’s employment is terminated because of disability, the executive shall receive his normal compensation for the period of disability prior to termination of employment, and then will be entitled to receive a pro rata portion of his bonus payments from the senior management bonus plan. If either of the executives is terminated, other than for cause or by death or disability, or if either of them terminates employment for good reason, he shall be entitled to (i) receive 50% of his base salary for a 24 month period thereafter; (ii) receive a pro rata share of the estimated bonus for the year in which the termination occurs; and (iii) continued participation in the employee welfare benefit plans for the executive and his dependents (other than disability and life insurance) for 24 months.

62

If an executive is terminated for cause, dies or becomes disabled or voluntarily terminates employment other than for good reason, he shall be only entitled to payment of earned and unpaid base salary to the date of termination and, in the case of death, payment of earned and unpaid incentive payments.

The employment agreements also provide that, during the executive’s employment and for a period of 24 months after the end of the executive’s employment with us for Messrs. Baughman and Naccarato and 12 months after the end of the executive’s employment for Mr. Dahmus, or the non-competition period, the executive will not (i) compete, directly or indirectly, with us (ii) solicit or hire current and former employees, or (iii) solicit current and former customers. In consideration of the executive’s non-competition and non-solicitation agreement with respect to periods after termination of employment, we will pay the executive an amount equal to 50% of his base salary during the non-competition period. If the executive breaches any of the non-competition or non-solicitation restrictions, the executive will waive and forfeit any and all rights to any further payments under his employment agreement and will repay any severance pay received under such agreement to us.

63

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

All of our outstanding capital stock is held by Southern Graphics Inc. (“SGS Holdco”). The following table sets forth certain information regarding the beneficial ownership of SGS Holdco by (i) each person or entity known to us to own more than 5% of any class of the outstanding securities of SGS Holdco, (ii) each member of our board of directors and each of our named executive officers and (iii) all members of our board of directors and named executive officers as a group. The outstanding securities of SGS Holdco consist of approximately one million shares of common stock and 970,000 shares of preferred stock. To our knowledge, each of such stockholders has sole voting and investment power as to the stock shown unless otherwise noted. Beneficial ownership of the securities listed in the table has been determined in accordance with the applicable rules and regulations promulgated under the Exchange Act.

	Number and Percent of Shares of Southern Graphics Inc.1
	Common Stock			Preferred Stock
	Number	Percent		Number	Percent
Greater than 5% Stockholders:
Citigroup Venture Capital Equity Partners, L.P.2 399 Park Avenue New York, NY 10043	757,358	75.74	%	816,264	84.15	%
Lyon Southern	127,358	12.74	%	137,264	14.19	%
Named Executive Officers and Directors:
Henry R. Baughman	20,000	2.00	%	—	—
Luca C. Naccarato	22,712	2.27	%	229	.02	%
Michael L. Shannon	5,425	.54	%	458	.05	%
Thomas Hughes	2,712	.27	%	229	.02	%
Hugh M. Williams	—	—		—	—
Joseph M. Silvestri3, 4	733,160	73.32	%	790,184	81.46	%
John P. Civantos3, 4	731,759	73.18	%	788,674	81.31	%
Thomas L. Hammond	1,698	.17	%	1,830	.19	%
Richard Leong	—	—		—	—
All named executive officers and directors as a group (9 persons)4, 5	786,004	78.60	%	793,479	81.80	%

1 Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, a person has beneficial ownership of any securities as to which such person, directly or indirectly, through any contract, arrangement, undertaking, relationship or otherwise has or shares voting power and/or investment power and as to which such person has the right to acquire such voting and/or investment power within 60 days. Percentage of beneficial ownership as to any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person by the sum of the number of shares outstanding as of such date and the number of shares as to which such person has the right to acquire voting and/or investment power within 60 days.

2 Includes shares of Common Stock and Preferred Stock held by Citigroup Venture Capital Equity Partners, L.P., shares of common stock and preferred stock held by CVC/SSB Employee Fund, L.P. and shares of common stock and preferred stock held by CVC Executive Fund LLC and shares of common and preferred stock held by employees of CVC or trusts controlled by them.

3 Includes shares of Common Stock and Preferred Stock held by Citigroup Venture Capital Equity Partners, L.P., shares of common stock and preferred stock held by CVC/SSB Employee Fund, L.P. and shares of Common Stock and Preferred Stock held by CVC Executive Fund LLC.

4 Messrs. Silvestri and Civantos are members of management of CVC and disclaim beneficial ownership of the shares held by CVC, CVC/SSB Employee Fund, L.P. and CVC Executive Fund LLC. The address of Mr. Silvestri and Mr. Civantos is c/o Citigroup Venture Capital Equity Partners, L.P., 399 Park Avenue, 14th Floor, New York, NY 10022.

5 Includes shares purchased by Messrs. Hammond, Baughman, and Naccarato, as well as certain other members of management after December 30, 2005. See “Certain relationships and related party transactions.”

64

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

EQUITY INVESTMENT

In connection with the Transactions, CVC and SGS Holdco entered into a Stockholders’ Agreement providing for CVC’s investment in SGS Holdco and containing agreements among its stockholders with respect to certain rights and restrictions and with respect to its corporate governance. SGS Holdco contributed the proceeds from the sale of its equity interest to us. The following is a summary description of the principal terms of the equity investment provisions of the Stockholders’ Agreement.

Pursuant to the Stockholders’ Agreement and a related subscription agreement, CVC and certain employees of CVC purchased 1,000,000 shares of common stock of SGS Holdco for $10.0 million and 970,000 shares of perpetual preferred stock of SGS Holdco for $97.0 million. After the closing of the Transactions, Messrs. Baughman, Naccarato, Hughes and Shannon along with other management investors purchased approximately 73,000 shares of common stock and 2,745 shares of perpetual preferred stock of SGS Holdco, in the aggregate, at the same purchase price per share as CVC. On or about April 27, 2006 several additional members of management, including our new Chief Financial Officer, Mr. Dahmus, purchased approximately 9,200 shares of common stock and 1,800 shares of perpetual preferred stock. The proceeds from the sale of shares to management investors were used to repurchase an equivalent number of shares of SGS Holdco from CVC. The common stock of SGS Holdco purchased by the management investors will vest in five equal annual installments or, in the case of Mr. Baughman, if he retires after three years, he will be fully vested upon retirement. All vesting of such common stock is subject to the employee’s continuous employment with us and the terms and conditions of the Stockholders’ Agreement, including SGS Holdco’s repurchase rights upon termination of employment. The management investors will also be permitted to purchase more shares of common stock of SGS Holdco, so long as they also purchase shares of perpetual preferred stock of SGS Holdco in the same ratio as CVC’s purchases. The proceeds of any additional purchases of shares of common and perpetual preferred stock of SGS Holdco by management investors in accordance with the preceding sentence will be used to repurchase from CVC the same number of shares of common stock and perpetual preferred stock of SGS Holdco. In addition, at the time that the initial management investors made their investment in SGS Holdco, Mr. Hammond made an investment of $200,000 in SGS Holdco. Mr. Hammond purchased approximately 1,700 shares of common stock and 1,830 shares of perpetual preferred stock of SGS Holdco at the same price per share and in the same ratio as CVC. The purchase price for such shares consisted of $150,000 in cash and the waiver of a $50,000 consulting fee owed to Mr. Hammond by us. As with the management purchases, the proceeds were used to repurchase from CVC the same number of shares of common stock and perpetual preferred stock of SGS Holdco. In subsequent transactions, Lyon Southern, Inc. (“Lyon”), purchased approximately 127,000 shares of common stock and 137,000 shares of perpetual preferred stock of SGS Holdco, and other third party investors purchased approximately 8,500 shares of common stock and 9,150 shares of perpetual preferred stock of SGS Holdco, in each case at the same price per share and in the same ratio as CVC, with the proceeds being used to repurchase from CVC the same number of shares of common stock and perpetual preferred stock of SGS Holdco One of our directors, Richard Leong, is the Chief Investment Advisor of Lyon Southern. SGS Holdco has the right to redeem the shares of perpetual preferred stock at any time at a price equal to $100 per share plus dividends accrued to the date of redemption. The following chart sets forth a summary of such stock sales:

Name	Class A Common	Series A Preferred	Purchase Price
Management Investors	94,245.283	4,575.472	$	1,400,000
Thomas Hammond	1,698.113	1,830.189	$	200,000
Lyon Southern	127,358.491	137,264.151	$	15,000,000
Others	8,490.970	9,150.940	$	1,000,000

65

OTHER PROVISIONS OF THE STOCKHOLDERS’ AGREEMENT

Pursuant to the Stockholders’ Agreement, the stockholders of SGS Holdco will agree to take all actions so that its Board of Directors is composed of up to six directors, which so long as SGS Holdco has not consummated a public offering will include SGS Holdco’s CEO and up to five individuals designated by CVC. At closing of the Transactions, SGS Holdco’s board of directors consisted of Messrs. Silvestri and Civantos. Messrs. Baughman, Hammond and Leong were elected to SGS Holdco’s board of directors on February 3, 2006.

The Stockholders’ Agreement contains provisions that, with some exceptions, restrict the ability of the stockholders to transfer any common stock or preferred stock of SGS Holdco except pursuant to the terms of the Stockholders’ Agreement. If holders of more than 50% of the common stock of SGS Holdco approve the sale of either the Company or SGS Holdco, which is known under the Stockholders’ Agreement as an approved sale, each stockholder has agreed to consent to the sale and, if the sale includes the sale of stock of SGS Holdco, each stockholder has agreed to sell all of its common stock and preferred stock of SGS Holdco on the terms and conditions approved by holders of a majority of the common stock of SGS Holdco then outstanding. In the event SGS Holdco proposes to issue and sell, other than in a public offering under a registration statement, any shares of its common stock or any securities containing options or rights to acquire any shares of its common stock or any securities convertible into its common stock to CVC or any of its respective affiliates, SGS Holdco must first offer to each of the other stockholders a pro rata portion of such shares. These preemptive rights will not be applicable to certain issuances of shares of SGS Holdco, including issuances of common stock of SGS Holdco upon conversion of shares of one class of common stock into shares of another class. Subject to some limitations (including the ability of CVC to sell to affiliates and to sell a portion of its holdings to other investors) CVC may not sell any of its shares of common stock without offering the other stockholders of SGS Holdco a pro rata opportunity to participate in the sale.

The related subscription agreement for management investors also provides for additional restrictions on transfer of shares of SGS Holdco by our executive officers and other employees, including the right of SGS Holdco to repurchase shares upon termination of the stockholder’s employment prior to the fifth anniversary of the closing of the Transactions. If the management investor resigns or is terminated without cause, the repurchase price for vested shares of common stock of SGS Holdco will be their fair market value and the repurchase price for unvested shares will be their cost. If the management investor is terminated for cause, the repurchase price for all shares of common stock of SGS Holdco will be based on the lower of cost or fair market value. The Stockholders’ Agreement also provides for a right of first refusal in favor of SGS Holdco in the event a management investor elects to transfer shares of stock of SGS Holdco.

The Stockholders’ Agreement also provides that in consideration for the opportunity to purchase common stock of SGS Holdco, each management investor released all claims against us and SGS Holdco (other than claims for compensation and benefits in the ordinary course of business) and agreed for a period of one year after his termination of employment to not (i) compete directly or indirectly with us, (ii) solicit or hire current and former employees, and (iii) solicit current and former customers.

REGISTRATION RIGHTS AGREEMENT

As part of the Stockholders’ Agreement, CVC and the other stockholders of SGS Holdco are parties to a registration rights agreement. Under the registration rights agreement, upon the written request of CVC, SGS Holdco will prepare and file a registration statement with the Securities and Exchange Commission concerning the distribution of all or part of the shares of SGS Holdco held by CVC or its affiliates and use its best efforts to cause the registration statement to become effective. If at any time SGS Holdco files a registration statement for its common stock pursuant to a request by CVC, or otherwise (other than a registration statement on Form S-8, Form S-4 or any similar form, a registration statement filed in connection with a share exchange or an offering solely to our employees or its existing stockholders, or a registration statement registering a unit offering, which we refer to as a qualified offering), SGS Holdco will use its best efforts to allow the other parties to the registration rights agreement to have their shares of common stock of SGS Holdco (or a portion of their shares

66

under some circumstances) included in the offering of common stock of SGS Holdco. Registration expenses of the selling stockholders (other than underwriting fees, brokerage fees and transfer taxes applicable to the shares sold by such stockholders or in some cases the fees and expenses of any accountants or other representatives retained by a selling stockholder) will be paid by SGS Holdco.

ADVISORY AGREEMENT

In connection with the Acquisition, we entered into an advisory agreement with CVC Management LLC, or CVC Management, pursuant to which CVC Management may provide financial, advisory and consulting services to us. In exchange for these services, CVC Management will be entitled to an annual advisory fee. CVC Management’s annual advisory fee will be $0.5 million plus reasonable out-of-pocket expenses. We have also agreed to pay CVC Management a transaction fee in connection with the consummation of any acquisition, divestiture or financing with a value in excess of $25.0 million, including any refinancing, by us or any of our subsidiaries, in an amount equal to 1% of the value of the transaction, plus reasonable out-of-pocket expenses. Under the advisory agreement CVC Management received a fee of $4.3 million for its services in connection with the Transactions. This advisory agreement has an initial term of ten years following the close of the Transactions, subject to automatic one year extensions thereafter unless terminated by either party upon written notice 90 days prior to the expiration of the initial term or any extension thereof. The advisory agreement automatically terminates on a change of control upon payment of the relevant transaction fee, and also terminates, upon payment of a fee based on the discounted value of the remaining annual advisory fees, on an initial public offering of SGS Holdco’s common stock. There are no minimum levels of service required to be provided pursuant to the advisory agreement. The advisory agreement includes customary indemnification provisions in favor of CVC Management.

PURCHASE OF NOTES

CVC Capital Funding LLC, an affiliate of CVC, purchased $25.0 million in principal amount of our 12% Senior Subordinated Notes due 2013 from the initial purchasers. In connection with such acquisition, the initial purchasers paid CVC Capital Funding LLC a placement fee of $687,500.

CONSULTING AGREEMENT

In connection with the Acquisition, we entered into an oral arrangement with Thomas Hammond, one of our directors, pursuant to which Mr. Hammond provided consulting services to us and CVC. As compensation for his services, Mr. Hammond was paid $1,000 per week for four weeks, including expenses, and was entitled to a $50,000 fee at the closing of the Acquisition, which fee was applied to Mr. Hammond’s purchase of shares of common and perpetual preferred stock of SGS Holdco.

67

DESCRIPTION OF OTHER INDEBTEDNESS

We summarize below the principal terms of the agreements that govern our senior secured credit facility. This summary is not a complete description of all of the terms of such agreements.

DESCRIPTION OF OUR SENIOR SECURED CREDIT FACILITY

General

The senior secured credit facility is provided by a syndicate of banks, financial institutions and other entities led by UBS Securities LLC and Lehman Brothers Inc. The following is a summary of the terms of the senior secured credit facility. The description of the senior secured credit facility does not purport to be complete. For more information, please review the credit agreement and related agreements, which are filed as an exhibit to the registration statement of which this prospectus is a part.

The senior secured credit facility provides financing of up to $193.7 million, consisting of:

• a $118.7 million senior secured term loan facility with a maturity of six years;

• a $40.0 million senior secured acquisition facility with a maturity of six years; and

• a $35.0 million senior secured revolving credit facility with a maturity of five years, up to $20.0 million of which is available for acquisitions and $20.0 million of which is available for borrowing by our Canadian subsidiary, Southern Graphic Systems-Canada, Co./Systemes Graphiques Southern-Canada, Co. The senior secured revolving credit facility includes borrowing capacity available for letters of credit.

On December 30, 2005, we and our Canadian subsidiary borrowed $98.7 million and $20.0 million, respectively comprising the entire amount of the senior secured term loan facility.

Interest rate and fees

The borrowings under the senior secured credit facility bear interest at a rate equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the higher of (1) the prime commercial lending rate of UBS and (2) the federal funds rate plus 1/2 of 1% or (b) a LIBOR rate determined by reference to the costs of funds for deposits in U.S. dollars for the interest period relevant to such borrowing adjusted for certain additional costs. The applicable margin for borrowings under the senior secured term loan facility and senior secured acquisition facility is 1.50% with respect to base rate borrowings and 2.50% with respect to LIBOR borrowings. The initial applicable margin for borrowings under the revolving credit facility is 1.50% with respect to base rate borrowings and 2.50% with respect to LIBOR borrowings. The applicable margin for borrowings under the revolving credit facility may be reduced or increased subject to our attaining certain leverage ratios.

In addition to paying interest on outstanding principal under the senior secured credit facility, we are required to pay a commitment fee (i) to the lenders under the revolving credit facility in respect of unutilized commitments thereunder at a rate equal to 0.50% per annum and (ii) to the lenders under the senior secured acquisition facility in respect of unutilized commitments thereunder at a rate equal to 1.50% per annum. The senior secured acquisition facility commitment expires after two years. We will also pay customary letter of credit fees.

Prepayments

The senior secured credit facility requires us to prepay outstanding loans, subject to certain exceptions and limitations, with:

• 100% of the net cash proceeds from asset sales by us or any of our subsidiaries;

68

• 100% of the net cash proceeds of issuances of debt or preferred stock by us or any of our subsidiaries; and

• 50% of the excess cash flow of us and our subsidiaries.

We may make voluntary prepayments on the outstanding loans at any time without premium or penalty, except for customary “breakage” costs with respect to LIBOR loans.

Guarantee and security

All U.S. dollar denominated loan obligations under the senior secured credit facility are unconditionally guaranteed on a joint and several basis by SGS Holdco, Southern Graphic Systems, Inc. and each of our existing and future direct and indirect domestic subsidiaries other than Mozaic Group Ltd. and its subsidiaries, referred to collectively as the Domestic Guarantors. All borrowings by our Canadian subsidiary under the senior secured credit facility are unconditionally guaranteed on a joint and several basis by us, SGS Holdco, the Domestic Guarantors, and each of our existing and future foreign subsidiaries.

All of our loan obligations under the senior secured credit facility are, and any interest rate protection or hedging facility relating to the senior secured credit facility entered into by the lenders or their affiliates (and, in each case, the guarantees of those obligations) will be secured by, perfected first priority security interests in, and mortgages on, substantially all the tangible and intangible assets of us and the Domestic Guarantors, including, but not limited to a pledge of all of the equity interests of us, all of the equity interests of each of our direct and indirect domestic subsidiaries, other than Mozaic Group Ltd. and its subsidiaries, and 66 ²/3 of the equity interests of all of our foreign subsidiaries. All borrowings by our Canadian subsidiary under the senior secured credit facility are secured by perfected first priority security interests in, and mortgages on, substantially all the tangible and intangible assets of all of our foreign subsidiaries.

Certain covenants and events of default

The senior secured credit facility contains a number of covenants that, among other things, restrict, subject to certain exceptions, the ability of us and our subsidiaries to:

• sell assets;

• engage in mergers and acquisitions;

• pay dividends and distributions or repurchase our capital stock;

• incur additional indebtedness (including guarantees and other contingent obligations) or issue equity interests;

• make investments and loans;

• create liens or further negative pledges on assets;

• engage in certain transactions with affiliates;

• enter into sale and leaseback transactions;

• make capital expenditures;

• enter into operating leases;

• change our business or ownership;

• amend or waive provisions of charter documents, agreements with respect to capital stock or any other document related to the Transactions in a manner materially adverse to the lenders; and

• change our fiscal year.

69

In addition, the senior secured credit facility requires us and our subsidiaries to maintain the following financial covenants:

• a minimum interest coverage ratio; and

• a maximum total leverage ratio.

We will have $60.0 million in availability on the date of this offering to fund the purchase of acquisitions, consisting of

• a $20.0 million sub-limit under our senior secured revolving credit facility; and

• A $40.0 million senior secured acquisition facility.

Our acquisitions are, among other things, subject to pro forma compliance with our then prevailing interest coverage ratio and our total leverage ratio being at least 0.25x less than the total leverage ratio required by the financial covenants.

70

THE EXCHANGE OFFER

Purpose and effect of the exchange offer

We issued and sold the old notes to the initial purchasers on December 30, 2005. The initial purchasers subsequently sold the old notes to qualified institutional buyers in reliance on Rule 144A under the Securities Act. Because the old notes are subject to transfer restrictions, we entered into a registration rights agreement dated December 30, 2005 with Southern Graphic Systems, Inc. and the initial purchasers under which we agreed:

• on or before April 30, 2006, to prepare and file with the Securities and Exchange Commission the registration statement of which this prospectus is a part;

• on or before June 29, 2006, to use our commercially reasonably efforts to cause the registration statement to become effective under the Securities Act;

• upon the effectiveness of the registration statement, to offer the new notes in exchange for surrender of the old notes; and

• to consummate the exchange offer in no more than 30 business days from the date of effectiveness of the registration statement.

We failed to file a registration statement with the Securities and Exchange Commission with respect to the exchange offer described in this prospectus within the period prescribed by the registration rights agreement. As a result of our failure to file a registration statement by May 1, 2006, we will incur liquidated damages in the form of additional cash interest on our outstanding $200,000,000 principal amount of the old notes. The amount of the liquidated damages will be .25% per annum for the first 90-day period following May 1, 2006, and shall increase by an additional .25% per annum with respect to each subsequent 90-day period up to a maximum amount of interest of 1.00% per annum. Such liquidated damages will be in effect until the date that the registration statement is filed.

The registration statement is intended to satisfy in part our obligations relating to the old notes under the registration rights agreement.

Under existing interpretations of the Securities and Exchange Commission, the new notes will be freely transferable by holders other than our affiliates after the exchange offer without further registration under the Securities Act if the holder of the new notes represents that:

• it is acquiring the new notes in the ordinary course of its business;

• it has no arrangement or understanding with any person to participate in the distribution of the new notes; and

• it is not our affiliate, as that term is interpreted by the Securities and Exchange Commission.

However, broker-dealers receiving new notes in the exchange offer will have a prospectus delivery requirement regarding resales of the new notes. The Securities and Exchange Commission has taken the position that broker-dealers receiving new notes in the exchange offer may fulfill their prospectus delivery requirements relating to new notes (other than a resale of an unsold allotment from the original sale of the old notes) with this prospectus. Under the registration rights agreement, we are required to allow broker-dealers receiving new notes in the exchange offer and other persons, if any, with similar prospectus delivery requirements to use this prospectus in connection with the resale of the new notes. Each broker-dealer that receives new notes for its own account in exchange for old notes, where the notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. See “Plan of distribution.”

71

Terms of the exchange offer; Period for tendering old notes

Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal (which together constitute the exchange offer), we will accept for exchange old notes which are properly tendered on or prior to the expiration date of the exchange offer and not withdrawn as permitted below. Old notes tendered in the exchange offer must be in denominations of the principal amount of $1,000, and any integral multiple of $1,000, in excess thereof. The expiration date of the exchange offer shall be 5:00 p.m., New York City time, on     , 2006, unless extended by us, in our sole discretion.

As of the date of this prospectus, all of the old notes are outstanding. This prospectus, together with the letter of transmittal, is first being sent on or about                     , 2006 to all holders of old notes known to us. Our obligation to accept old notes for exchange pursuant to the exchange offer is subject to conditions as set forth under “—Conditions to the exchange offer” below.

We expressly reserve the right, at any time or from time to time, to extend the period of time during which the exchange offer is open, and thereby delay acceptance for any exchange of any old notes, by giving notice of the extension to the holders of old notes as described below. During any extension, all old notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

We expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified below under “—Conditions to the exchange offer.” We will give notice of any extension, amendment, non-acceptance or termination to the holders of the old notes as promptly as practicable, the notice in the case of any extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date of the exchange offer.

Holders of old notes do not have any appraisal or dissenters’ rights under the Delaware General Corporation Law in connection with the exchange offer.

Procedures for tendering old notes

Valid tender

The tender to us of old notes by a holder of old notes as set forth below and the acceptance of the tender by us will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal. Except as set forth below, a holder who wishes to tender old notes for exchange under the exchange offer must transmit a properly completed and duly executed letter of transmittal, including all other documents required by the letter of transmittal, to Wells Fargo Bank, N.A. at the address set forth below under “—Exchange agent” on or prior to the expiration date of the exchange offer. In addition, the exchange agent must receive:

• certificates for the old notes along with the letter of transmittal;

• prior to the expiration date of the exchange offer, a timely confirmation of a book-entry transfer of the old notes into the exchange agent’s account at The Depository Trust Company, or DTC, in accordance with the procedure for book-entry transfer described below; or

• the holder must comply with the guaranteed delivery procedure described below.

The method of delivery of old notes, letters of transmittal and all other required documents is at your election and risk. If delivery is by mail, we recommend that you use registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. You should not send letters of transmittal or old notes to us.

72

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the old notes surrendered for exchange are tendered:

• by a registered holder of the old notes who has not completed the box entitled “Special Issuance Instruction” or “Special Delivery Instruction” on the letter of transmittal; or

• for the account of a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States.

In the event that signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantees must be by a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company having an office or correspondent in the United States. If old notes are registered in the name of a person other than a signer of the letter of transmittal, the old notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by us in our sole discretion, duly executed by the registered holder with the signature on the old notes guaranteed by a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States.

Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and who wishes to tender, should contact the registered holder promptly and instruct the registered holder to tender on the beneficial owner’s behalf. If the beneficial owner wishes to tender on the owner’s own behalf, the owner must, prior to completing and executing the letter of transmittal and delivering the owner’s old notes, either (1) make appropriate arrangements to register ownership of the old notes in the owner’s name or (2) obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

All questions as to the validity, form, eligibility (including time of receipt) and acceptance of old notes tendered for exchange will be determined by us in our sole discretion. This determination shall be final and binding. We reserve the absolute right to reject any and all tenders of any particular old notes not properly tendered or to not accept any particular old notes which acceptance might, in our judgment or our counsel’s judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any particular old notes either before or after the expiration date of the exchange offer (including the right to waive the ineligibility of any holder who seeks to tender old notes in the exchange offer). The interpretation of the terms and conditions of the exchange offer as to any particular old notes either before or after the expiration date of the exchange offer (including the letter of transmittal and the instructions to the letter of transmittal) by us shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes for exchange must be cured within a reasonable period of time as we shall determine. Neither we, the exchange agent nor any other person shall be under any duty to give notification of any defect or irregularity regarding any tender of old notes for exchange, nor shall any of us incur any liability for failure to give notification.

If the letter of transmittal or any old notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing, and, unless waived by us, proper evidence satisfactory to us of their authority to so act must be submitted.

By tendering, each holder of old notes will represent to us in writing that, among other things:

• the new notes acquired in the exchange offer are being obtained in the ordinary course of business of the holder and any beneficial holder;

73

• neither the holder nor any beneficial holder has an arrangement or understanding with any person to participate in the distribution of the new notes; and

• neither the holder nor any other person is an “affiliate,” as defined under Rule 405 of the Securities Act, of us. If the holder is not a broker-dealer, the holder must represent that it is not engaged in nor does it intend to engage in distribution of the new notes.

If any holder or any other person is an “affiliate,” as defined under Rule 405 of the Securities Act, of ours, or is engaged in, or intends to engage in, or has an arrangement or understanding with any person to participate in, a distribution of the new notes to be acquired in the exchange offer, the holder or any other person (1) may not rely on the applicable interpretations of the staff of the Securities and Exchange Commission and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

If the holder is a broker-dealer, the holder must represent that it will receive new notes for its own account in exchange for old notes that were acquired as a result of market-making activities or other trading activities. Each broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. See “Plan of distribution.”

Acceptance of old notes for exchange; Delivery of new notes

Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the expiration date of the exchange offer, all old notes properly tendered, and will issue the new notes promptly after acceptance of the old notes. See “—Conditions to the exchange offer” below. For purposes of the exchange offer, we shall be deemed to have accepted properly tendered old notes for exchange when, as and if we have given oral and written notice to the exchange agent.

In all cases, issuance of new notes for old notes that are accepted for exchange in the exchange offer will be made only after timely receipt by the exchange agent of (1) certificates for the old notes or a timely confirmation of a book-entry transfer of the old notes into the exchange agent’s account at DTC, (2) a properly completed and duly executed letter of transmittal and (3) all other required documents. If any tendered old notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if old notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or non-exchanged old notes will be returned without expense to the tendering holder of the old notes (or, in the case of old notes tendered by book-entry transfer into the exchange agent’s account at DTC according to the book-entry transfer procedures described below, the non-exchanged old notes will be credited to an account maintained with DTC) as promptly as practicable after the expiration of the exchange offer.

Book-entry transfer

We understand that the exchange agent will make a request promptly after the date of this prospectus to establish accounts with respect to the outstanding notes at the book-entry transfer facility, The Depository Trust Company, or “DTC,” for the purpose of facilitating the exchange offer. Subject to the establishment of the accounts, any financial institution that is a participant in DTC’s system may make book-entry delivery of outstanding notes by causing DTC to transfer such outstanding notes into the exchange agent’s account in accordance with DTC’s procedures for such transfer. However, although delivery of outstanding notes may be effected through book-entry transfer into the exchange agent’s account at DTC, the letter of transmittal (or a manually signed facsimile of the letter of transmittal) with any required signature guarantees, or an “agent’s message” in connection with a book-entry transfer, and any other required documents, must, in any case, be transmitted to and received by the exchange agent, or the guaranteed delivery procedures set forth below must be complied with, in each case, prior to the expiration date. Delivery of documents to DTC does not constitute delivery to the exchange agent.

74

The exchange agent and DTC have confirmed that the exchange offer is eligible for the DTC Automated Tender Offer Program. Accordingly, DTC participants may electronically transmit their acceptance of the exchange offer by causing DTC to transfer outstanding notes to the exchange agent in accordance with DTC’s Automated Tender Offer Program procedures for transfer. Upon receipt of such holder’s acceptance through the Automated Tender Offer Program, DTC will edit and verify the acceptance and send an “agent’s message” to the exchange agent for its acceptance. Delivery of tendered notes must be made to the exchange agent pursuant to the book-entry delivery procedures set forth above, or the tendering DTC participant must comply with the guaranteed delivery procedures set forth below.

The term “agent’s message” means a message transmitted by DTC, and received by the exchange agent and forming part of the confirmation of a book-entry transfer, which states that:

• DTC has received an express acknowledgment from the participant in DTC tendering notes subject to the book-entry confirmation;

• the participant has received and agrees to be bound by the terms of the letter of transmittal; and

• we may enforce such agreement against such participant.

In the case of an agent’s message relating to guaranteed delivery, the term means a message transmitted by DTC and received by the exchange agent, which states that DTC has received an express acknowledgment from the participant in DTC tendering notes that such participant has received and agrees to be bound by the notice of guaranteed delivery.

Guaranteed delivery procedures

If a registered holder of the old notes desires to tender the old notes and the old notes are not immediately available, or time will not permit the holder’s old notes or other required documents to reach the exchange agent before the expiration date of the exchange offer, or the procedure for book-entry transfer cannot be completed on a timely basis, you may nevertheless tender such outstanding notes with the effect that such tender will be deemed to have been received on or prior to the expiration date if all the following conditions are satisfied:

• the tender is made through a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States;

• prior to the expiration date of the exchange offer, the exchange agent received from the firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or commercial bank or trust company having an office or correspondent in the United States a properly completed and duly executed letter of transmittal (or a facsimile of the letter of transmittal) and notice of guaranteed delivery, substantially in the form provided by us (by telegram, telex, facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of old notes and the amount of old notes tendered, stating that the tender is being made and guaranteeing that within five New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered old notes, in proper form for transfer, or a confirmation of a book-entry transfer, as the case may be, and any other documents required by the letter of transmittal will be deposited by the firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or commercial bank or trust company having an office or correspondent in the United States with the exchange agent; and

• the certificates for all physically tendered old notes, in proper form for transfer, or a confirmation of a book-entry transfer, as the case may be, and all other documents required by the letter of transmittal are received by the exchange agent within five New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

75

Withdrawal rights

Tenders of old notes may be withdrawn at any time prior to the expiration date of the exchange offer. For a withdrawal to be effective, a written notice of withdrawal must be received by the exchange agent on or prior to the expiration date at the address set forth below under “—Exchange agent.” For DTC participants, a written notice of withdrawal may be made by electronic transmission through DTC’s Automated Tender Offer Program. Any notice of withdrawal must:

• specify the name of the person having tendered the old notes to be withdrawn;

• identify the old notes to be withdrawn, including the certificate number(s) and principal amount of such notes, or, in the case of notes transferred by book-entry transfer, the name and number of the account at DTC);

• be signed by the holder in the same manner as the original signature on the letter of transmittal by which such notes were tendered, with any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the notes register the transfer of such notes into the name of the person withdrawing the tender and a properly completed irrevocable proxy authorizing such person to effect such withdrawal on behalf of such holder; and

• where certificates for old notes have been transmitted specify the name in which the old notes are registered, if different from that of the withdrawing holder.

We will determine all questions regarding the validity, form and eligibility (including time of receipt) of the notices and such determination shall be final and binding on all parties. Any old notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any old notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder without cost to the holder (or in the case of old notes tendered by book-entry transfer into the exchange agent’s account at DTC according to the book-entry transfer procedures described above, the old notes will be credited to an account maintained with DTC for the old notes) as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures described under “—Procedures for tendering old notes” above at any time on or prior to the expiration date of the exchange offer.

Conditions to the exchange offer

Notwithstanding any other provision of the exchange offer, we shall not be required to accept for exchange, or to issue new notes in exchange for, any old notes and may terminate or amend the exchange offer if at any time before the acceptance of the old notes for exchange or the exchange of new notes for the old notes, we determine that:

• the exchange offer does not comply with any applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission;

• we have not received all applicable governmental approvals; or

• any actions or proceedings of any governmental agency or court exist which could materially impair our ability to consummate the exchange offer.

The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any condition or may be waived by us in whole or in part at any time and from time to time in our reasonable discretion. Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of that right and each right shall be deemed an ongoing right which may be asserted at any time and from time to time.

76

In addition, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any old notes, if at that time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended. In any event we are required to use every reasonable effort to obtain the withdrawal of any stop order at the earliest possible time.

Exchange agent

Wells Fargo Bank, N.A. has been appointed as the exchange agent for the exchange offer. All executed letters of transmittal should be directed to the exchange agent at the addresses set forth below:

By Registered and Certified Mail	By Overnight Courier or Regular Mail:	By Hand Delivery
Wells Fargo Bank , N.A.	Wells Fargo Bank, N.A.	Wells Fargo Bank, N.A.
Corporate Trust Operations	Corporate Trust Operations	Corporate Trust Services
MAC N9303-121	MAC N9303-121	608 2nd Avenue South
P.O. Box 1517	6th & Marquette Avenue	Northstar East Building - 12th Floor
Minneapolis, MN 55480	Minneapolis, MN 55479	Minneapolis, MN 55402

Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery should be directed to the exchange agent addressed as follows:

By Overnight Courier or Regular Mail:

Wells Fargo Bank, N.A.

Corporate Trust Operations

MAC N9303-121

6^th & Marquette Avenue

Minneapolis, MN 55479

Or

By Facsimile Transmission:

(612) 667-6282

Telephone:

(800) 344-5128

Delivery other than as set forth above will not constitute a valid delivery.

Fees and expenses

We will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. The principal solicitation is being made by mail; however, additional solicitations may be made in person or by telephone by our officers and employees.

The expenses to be incurred in connection with the exchange offer will be paid by us. These expenses include fees and expenses of the exchange agent and trustee under the indenture governing the notes, accounting and legal fees and printing costs, among others.

Accounting treatment

The new notes will be recorded at the same carrying amount as the old notes, which is the principal amount as reflected in our accounting records on the date of the exchange and, accordingly, no gain or loss will be recognized. The debt issuance costs will be capitalized and amortized to interest expense over the term of the new notes.

77

Transfer taxes

Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes in connection with the tender, except that holders who instruct us to register new notes in the name of, or request that old notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax thereon.

Consequences of failure to exchange

Holders of old notes who do not exchange their old notes for new notes in the exchange offer will continue to be subject to the restrictions on transfer of the old notes as set forth in the legend on the old notes as a consequence of the issuance of the old notes in accordance with exemptions from, or in transactions not subject to, the registration requirements of, the Securities Act and applicable state securities laws. The old notes not exchanged in accordance with the exchange offer will continue to accrue interest at 12% per annum, and will otherwise remain outstanding in accordance with their terms. Holders of old notes do not have any appraisal or dissenters’ rights under the Delaware General Corporation Law in connection with the exchange offer. In general, the old notes may not be offered or sold unless registered under the Securities Act, except in accordance with an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.

We do not currently anticipate that we will register the old notes not exchanged in the exchange offer under the Securities Act. However, if:

• because of any change in law or in applicable interpretations by the staff of the Securities and Exchange Commission, we are not required or permitted to effect the exchange offer;

• for any reason the exchange offer is not consummated within 20 days of the last day such offer is permitted to remain open; or

• prior to the 20th day following consummation of the exchange offer, any holder of old notes that is either a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), a non-U.S. person (within the meaning of Regulation S under the Securities Act) or an “accredited investor” (as defined in Rule 501(a) of the Securities Act) notifies us that such holder:

• is not eligible to participate in the exchange offer;

• may not resell the new notes without delivering a prospectus and this prospectus is not appropriate or available for such resales; or

• is a broker-dealer and holds notes acquired directly from us,

then we are obligated to file a shelf registration statement on the appropriate form under the Securities Act relating to the old notes held by such persons.

Resales of new notes

Based on interpretive letters issued by the staff of the Securities and Exchange Commission to third parties in unrelated transactions, we are of the view that new notes issued in accordance with the exchange offer may be offered for resale, resold or otherwise transferred by the holders (other than (1) any holder which is an “affiliate” of us within the meaning of Rule 405 under the Securities Act or (2) any broker-dealer that purchases notes from us to resell in accordance with Rule 144A or any other available exemption) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the new notes are acquired in the ordinary course of the holders’ business and the holders have no arrangement or understanding with any person to participate in the distribution of the new notes. If any holder has any arrangement or understanding regarding the distribution of the new notes to be acquired in accordance with the exchange offer, the holder (1) could not rely on the applicable interpretations of the staff of the Securities and Exchange Commission and

78

(2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. A broker-dealer who holds old notes that were acquired for its own account as a result of market-making or other trading activities may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of new notes. Each broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge in the letter of transmittal that it will deliver a prospectus in connection with any resale of the new notes. See “Plan of distribution.” We have not requested the staff of the Securities and Exchange Commission to consider the exchange offer in the context of a no-action letter, and there can be no assurance that the staff would take positions similar to those taken in the interpretive letters referred to above if we were to make a no-action request.

In addition, to comply with the securities laws of applicable jurisdictions, the new notes may not be offered or sold unless they have been registered or qualified for sale in the applicable jurisdictions or an exemption from registration or qualification is available and is complied with. We have agreed, under the registration rights agreement and subject to specified limitations therein, to register or qualify the new notes for offer or sale under the securities or blue sky laws of the applicable jurisdictions in the United States as any selling holder of the notes reasonably requests in writing.

79

DESCRIPTION OF THE NOTES

You can find the definitions of certain terms used in this description under the subheading “—Certain definitions.” In this description, the word “SGS” refers only to SGS International, Inc. and not to any of its subsidiaries.

SGS issued and sold the old notes under an indenture among itself, the Guarantors and Wells Fargo Bank, National Association, as trustee, in a private transaction that was not subject to the registration requirements of the Securities Act. See “Notice to investors.” The terms of the notes will include those stated in the indenture, as amended and supplemented, and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended.

The following description is a summary of the material provisions of the indenture, as amended and supplemented, and the registration rights agreement. It does not restate those agreements in their entirety. We urge you to read the indenture, the supplemental indenture and the registration rights agreement because they, and not this description, define your rights as holders of the notes. Copies of the indenture, the supplemental indenture and the registration rights agreement are available as set forth below under “—Additional information.” Certain defined terms used in this description but not defined below under “—Certain definitions” have the meanings assigned to them in the indenture.

The registered holder of a note will be treated as the owner of it for all purposes. Only registered holders will have rights under the indenture, as amended and supplemented.

BRIEF DESCRIPTION OF THE NOTES AND THE NOTE GUARANTEES

The terms of the new notes are the same as the terms of the old notes in all material respects except that:

• the new notes will be registered under the Securities Act of 1933, as amended, and will not bear legends restricting their transfer under the Securities Act;

• holders of the new notes are not entitled to certain rights under the registration rights agreement; and

• the new notes will bear a different CUSIP number than the old notes.

The notes:

• are general unsecured obligations of SGS;

• are subordinated in right of payment to all existing and future Senior Debt of SGS;

• are pari passu in right of payment with any future senior subordinated Indebtedness of SGS;

• are senior in right of payment to any future junior subordinated Indebtedness of SGS; and

• are unconditionally guaranteed by the Guarantors.

The note guarantees

The notes are guaranteed by all of SGS’s existing and future Domestic Subsidiaries and any other Subsidiary (other than Unrestricted Subsidiaries) that guarantee payment of any Indebtedness of SGS or any Domestic Subsidiary; provided, however, that Mozaic Group, Ltd. and its Subsidiaries do not guarantee the notes.

Each guarantee of the notes:

• is a general unsecured obligation of the Guarantor;

80

• is subordinated in right of payment to all existing and future Senior Debt of that Guarantor;

• is pari passu in right of payment with any future senior subordinated Indebtedness of that Guarantor; and

• is senior in right of payment to any future junior subordinated Indebtedness of that Guarantor.

Upon the completion of the Transactions and the offering and sale of the old notes and the application of the net proceeds thereof, as of December 31, 2005, SGS and the Guarantors had total Senior Debt of approximately $120.4 million, including $118.7 million under the new senior credit facilities. As indicated above and as discussed in detail below under the caption “—Subordination,” payments on the notes and under these guarantees are subordinated to the payment of Senior Debt. The indenture permits us and the Guarantors to incur additional Senior Debt.

Not all of our Subsidiaries guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us. The notes are not and will not be guaranteed by any Foreign Subsidiaries (including any future Foreign Subsidiaries), or by any future Unrestricted Subsidiary. In addition, the notes are not guaranteed by Mozaic Group, Ltd. and its Subsidiaries. The guarantor Subsidiaries generated 76.7% of our pro forma combined revenues in the fiscal year ended December 31, 2005. On a historical basis, the guarantor subsidiaries held 73.9% of our combined assets as of December 31, 2005.

As of the date of the indenture, all of our Subsidiaries were “Restricted Subsidiaries.” However, under the circumstances described below under the caption “—Certain covenants—Designation of restricted and unrestricted subsidiaries,” we will be permitted to designate certain of our Subsidiaries as “Unrestricted Subsidiaries.” Our Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the indenture. Our Unrestricted Subsidiaries will not guarantee the notes.

PRINCIPAL, MATURITY AND INTEREST

We issued $200.0 million in aggregate principal amount of old notes on December 30, 2005. We may issue additional notes under the indenture from time to time in the future. Any issuance of additional notes is subject to all of the covenants in the indenture, including the covenant described below under the caption “—Certain covenants—Incurrence of indebtedness and issuance of preferred stock.” The notes and any additional notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. SGS will issue notes in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The notes mature on December 15, 2013.

Interest on the notes will accrue at the rate of 12% per annum and will be payable semi-annually in arrears on December 15 and June 15 and commencing on June 15, 2006. Interest on overdue principal and interest and Liquidated Damages, if any, will accrue at a rate that is 1% higher than the then applicable interest rate on the notes. SGS will make each interest payment to the holders of record on the immediately preceding December 1 and June 1.

Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

81

METHODS OF RECEIVING PAYMENTS ON THE NOTES

If a holder of notes has given wire transfer instructions to SGS, SGS will pay all principal, interest and premium and Liquidated Damages, if any, on that holder’s notes in accordance with those instructions. All other payments on the notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless SGS elects to make interest payments by check mailed to the noteholders at their address set forth in the register of holders.

PAYING AGENT AND REGISTRAR FOR THE NOTES

The trustee will initially act as paying agent and registrar. SGS may change the paying agent or registrar without prior notice to the holders of the notes, and SGS or any of its Subsidiaries may act as paying agent or registrar.

TRANSFER AND EXCHANGE

A holder may transfer or exchange notes in accordance with the provisions of the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. SGS will not be required to transfer or exchange any note selected for redemption. Also, SGS will not be required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

NOTE GUARANTEES

The notes are guaranteed by all of SGS’s existing Domestic Subsidiaries and will be guaranteed by all of SGS’s future Domestic Subsidiaries and any other Subsidiary (other than Unrestricted Subsidiaries) that guarantees payment of any Indebtedness of SGS or any Domestic Subsidiary; provided, however, that Mozaic Group, Ltd. and its Subsidiaries do not guarantee the notes. These Note Guarantees will be joint and several obligations of the Guarantors. Each Note Guarantee is subordinated to the prior payment in full of all Senior Debt of that Guarantor. The obligations of each Guarantor under its Note Guarantee are limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk factors—Risks related to our business—Federal and state statutes allow courts, under specific circumstances, to void subsidiary guarantees and require noteholders to return payments received from subsidiary guarantors.” The notes are not and will not be guaranteed by SGS’ current or future Foreign Subsidiaries.

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than SGS or another Guarantor, unless:

(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2) either:

(a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the indenture, its Note Guarantee and the registration rights agreement pursuant to a supplemental indenture satisfactory to the trustee; or

(b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the indenture.

The Note Guarantee of a Guarantor will be released:

(1) in connection with any liquidation or sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after

82

giving effect to such transaction) SGS or a Restricted Subsidiary of SGS, if the sale or other disposition does not violate the “Asset Sale” provisions of the indenture;

(2) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) SGS or a Restricted Subsidiary of SGS, if the sale or other disposition does not violate the “—Repurchase at the option of holders—Asset sales” provisions of the indenture;

(3) if SGS designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture; or

(4) upon legal defeasance or satisfaction and discharge of the indenture as provided below under the captions “—Legal defeasance and covenant defeasance” and “—Satisfaction and discharge.”

See “—Repurchase at the option of holders—Asset sales.”

SUBORDINATION

The payment of principal, interest and premium and Liquidated Damages, if any, on the notes will be subordinated to the prior payment in full of all Senior Debt of SGS, including Senior Debt incurred after the date of the indenture.

The holders of Senior Debt will be entitled to receive payment in full of all Obligations due in respect of Senior Debt (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt) before the holders of notes will be entitled to receive any payment with respect to the notes (except that holders of notes may receive and retain Permitted Junior Securities and payments made from either of the trusts described under “—Legal defeasance and covenant defeasance” and “—Satisfaction and discharge”), in the event of any distribution to creditors of SGS:

(1) in a liquidation or dissolution of SGS;

(2) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to SGS or its property;

(3) in an assignment for the benefit of creditors; or

(4) in any marshaling of SGS’s assets and liabilities.

SGS also may not make any payment in respect of the notes (except in Permitted Junior Securities or from the trusts described under “—Legal defeasance and covenant defeasance” and “—Satisfaction and discharge”) if:

(1) a payment default on Designated Senior Debt occurs and is continuing beyond any applicable grace period; or

(2) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the trustee receives a notice of such default (a “Payment Blockage Notice”) from SGS or the holders of any Designated Senior Debt.

Payments on the notes may and will be resumed:

(1) in the case of a payment default, upon the date on which such default is cured or waived; and

(2) in the case of a nonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable.

Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated.

83

No new Payment Blockage Notice may be delivered unless and until:

(1) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and

(2) all scheduled payments of principal, interest and premium and Liquidated Damages, if any, on the notes that have come due have been paid in full in cash.

No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the trustee will be, or be made, the basis for a subsequent Payment Blockage Notice.

If the trustee or any holder of the notes receives a payment in respect of the notes (except in Permitted Junior Securities or from the trusts described under “—Legal defeasance and covenant defeasance” and “—Satisfaction and discharge”) when:

(1) the payment is prohibited by these subordination provisions; and

(2) the trustee or the holder has actual knowledge that the payment is prohibited, the trustee or the holder, as the case may be, will hold the payment in trust for the benefit of the holders of Senior Debt. Upon the proper written request of the holders of Senior Debt, the trustee or the holder, as the case may be, will deliver the amounts in trust to the holders of Senior Debt or their proper representative.

SGS must promptly notify holders of Senior Debt if payment on the notes is accelerated because of an Event of Default.

As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of SGS, holders of notes may recover less ratably than creditors of SGS who are holders of Senior Debt. As a result of the obligation to deliver amounts received in trust to holders of Senior Debt, holders of notes may recover less ratably than trade creditors of SGS. See “Risk factors—Risks related to the notes—Your right to receive payments on the notes and the related guarantees is subordinated to our and the guarantor’s senior debt, including our senior secured credit facility.”

OPTIONAL REDEMPTION

At any time prior to December 15, 2008, SGS may on any one or more occasions redeem up to 35% of the aggregate principal amount of notes issued under the indenture at a redemption price of 112% of the principal amount, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Public Equity Offerings (other than Disqualified Stock) of SGS, Parent or any of their respective successors; provided that:

(1) at least 65% of the aggregate principal amount of notes originally issued under the indenture (excluding notes held by SGS and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

(2) the redemption occurs within 45 days of the date of the closing of such Public Equity Offering.

On or after December 15, 2009, SGS may redeem all or a part of the notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on December 15 of the years indicated below, subject to the rights of holders of notes on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2009	106.000	%
2010	103.000	%
2011 and thereafter	100.000	%

84

Unless SGS defaults in the payment of the redemption price, interest will cease to accrue on the notes or portions thereof called for redemption on the applicable redemption date.

At any time prior to December 15, 2009, SGS may also redeem all or a part of the notes upon not less than 10 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount of notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages, if any, to the date of redemption (the “Redemption Date”), subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date.

MANDATORY REDEMPTION

SGS is not required to make mandatory redemption or sinking fund payments with respect to the notes.

REPURCHASE AT THE OPTION OF HOLDERS

Change of control

If a Change of Control occurs, each holder of notes will have the right to require SGS to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that holder’s notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, SGS will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, on the notes repurchased to the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date. Within ten days following any Change of Control, SGS will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. SGS will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, SGS will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such compliance.

On the Change of Control Payment Date, SGS will, to the extent lawful:

(1) accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and

(3) deliver or cause to be delivered to the trustee the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being purchased by SGS.

The paying agent will promptly mail to each holder of notes properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any. SGS will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

Prior to complying with any of the provisions of this “Change of Control” covenant, but in any event within 90 days following a Change of Control, SGS will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of notes required by this covenant.

85

The provisions described above that require SGS to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holders of the notes to require that SGS repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

SGS will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by SGS and purchases all notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the indenture as described above under the caption “—Optional redemption,” unless and until there is a default in payment of the applicable redemption price.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of SGS and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require SGS to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of SGS and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset sales

SGS will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) SGS (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2) at least 75% of the consideration received in the Asset Sale by SGS or such Restricted Subsidiary is in the form of cash. For purposes of this provision, each of the following will be deemed to be cash:

(a) any liabilities, as shown on SGS’s most recent consolidated balance sheet, of SGS or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases SGS or such Restricted Subsidiary from further liability;

(b) any securities, notes or other obligations received by SGS or any such Restricted Subsidiary from such transferee that are, within 90 days of the Asset Sale, converted by SGS or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and

(c) any stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of this covenant.

Within 360 days after the receipt of any Net Proceeds from an Asset Sale, if (i) the Asset Sale was made by SGS or any Guarantor, then SGS or any Guarantor may apply such Net Proceeds at their option or (ii) the Asset Sale was made by a Restricted Subsidiary that is not a Guarantor, then such Restricted Subsidiary or any other Restricted Subsidiary that is not a Guarantor may apply such Net Proceeds at their option:

(1) to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly permanently reduce commitments with respect thereto;

(2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of SGS;

86

(3) to make a capital expenditure;

(4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; or

(5) any combination of clauses (1)-(4) of this paragraph.

In the case of clauses (2) and (4) SGS will also comply with its obligations above if it enters into a binding commitment to acquire such assets or Capital Stock within the required time frame above, provided that such binding commitment shall be subject only to customary conditions and such acquisition shall be consummated within six months from the date of signing such binding commitment. Pending the final application of any Net Proceeds, SGS may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this covenant will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 million, within five days thereof, SGS will make an Asset Sale Offer to all holders of notes and all holders of other Indebtedness that is pari passu with the notes containing provisions similar to those set forth in the indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, SGS may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

SGS will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the indenture, SGS will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such compliance.

The agreements governing SGS’s outstanding Indebtedness currently prohibit, and future agreements may prohibit, SGS from purchasing any notes, and also provides that certain change of control or asset sale events with respect to SGS would constitute a default under these agreements. Any future credit agreements or other agreements relating to Senior Debt to which SGS becomes a party may contain similar restrictions and provisions. In the event a Change of Control or Asset Sale occurs at a time when SGS is prohibited from purchasing notes, SGS could seek the consent of its senior lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If SGS does not obtain such a consent or repay such borrowings, SGS will remain prohibited from purchasing notes. In such case, SGS’s failure to purchase tendered notes would constitute an Event of Default under the indenture which would, in turn, constitute a default under such Senior Debt. In such circumstances, the subordination provisions in the indenture would likely restrict payments to the holders of notes.

Selection and notice

If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption on a pro rata basis unless otherwise required by law or applicable stock exchange requirements.

No notes of $1,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its

87

registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notices of redemption may not be conditional.

If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of notes called for redemption.

CERTAIN COVENANTS

Restricted payments

SGS will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of SGS’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving SGS or any of its Restricted Subsidiaries) or to the direct or indirect holders of SGS’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of SGS and other than dividends or distributions payable to SGS or a Restricted Subsidiary of SGS);

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving SGS) any Equity Interests of SGS or any direct or indirect parent of SGS;

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of SGS or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among SGS and any of its Restricted Subsidiaries), except a payment of interest or principal at the Stated Maturity thereof; or

(4) make any Restricted Investment

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(2) SGS would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “—Incurrence of indebtedness and issuance of preferred stock;” and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by SGS and its Restricted Subsidiaries since the date of the indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8) and (9) of the next succeeding paragraph, is less than the sum, without duplication, of:

(a) 50% of the Consolidated Net Income of SGS for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date of the indenture to the end of SGS’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

88

(b) 100% of the aggregate net cash proceeds received by SGS since the date of the indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of SGS (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of SGS that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of SGS); plus

(c) to the extent that any Restricted Investment that was made after the date of the indenture is sold for cash or otherwise liquidated or repaid for cash, the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any); plus

(d) to the extent that any Unrestricted Subsidiary of SGS designated as such after the date of the indenture is redesignated as a Restricted Subsidiary after the date of the indenture, the lesser of (i) the Fair Market Value of SGS’s Investment in such Subsidiary as of the date of such redesignation or (ii) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the date of the indenture.

Notwithstanding the foregoing, Restricted Payments of the type described in clauses (1) and (2) of the definition of Restricted Payments will not be permitted if prior to the time thereof SGS has not obtained confirmation of the notes’ rating after giving pro forma effect thereto of at least B3 by Moody’s and B– by S&P (or at least such equivalent ratings as may then be in use).

The preceding provisions will not prohibit:

(1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of the indenture;

(2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of SGS) of, Equity Interests of SGS (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to SGS; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(b) of the preceding paragraph;

(3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of SGS or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;

(4) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of SGS to the holders of its Equity Interests on a pro rata basis;

(5) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of SGS or any Restricted Subsidiary of SGS held by any current or former officer, director or employee of SGS or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed (a) $750,000 in any twelve-month period plus (b) the net proceeds from the sale of Capital Stock to members of management or directors of SGS and its Subsidiaries that occurs after the date of the indenture, to the extent the net proceeds from the sale have not otherwise been applied to increase the amount of Restricted Payments permitted by virtue of clause (3)(b) above.

(6) the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent all or a portion of the exercise price of those stock options;

89

(7) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of SGS or any Restricted Subsidiary of SGS issued on or after the date of the indenture in accordance with the Fixed Charge Coverage Ratio test described below under the caption “—Incurrence of indebtedness and issuance of preferred stock;”

(8) Permitted Payments to Parent; and

(9) other Restricted Payments in an aggregate amount not to exceed $20.0 million since the date of the indenture.

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by SGS or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this covenant will be determined by the Board of Directors of SGS whose resolution with respect thereto will be delivered to the trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $10.0 million. For purposes of determining compliance with this covenant, in the event that a Restricted Payment meets the criteria of more than one of the exceptions described in clauses (1) through (9) above or is entitled to be made pursuant to the first paragraph of this covenant, SGS shall be permitted, in its sole discretion to classify (but not later reclassify) such Restricted Payment in any manner that complies with this covenant.

Incurrence of indebtedness and issuance of preferred stock

SGS will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and SGS will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that SGS may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, if the Fixed Charge Coverage Ratio for SGS’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.25 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1) the incurrence by SGS and any Guarantor of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed $195.0 million less the aggregate amount of all repayments, optional or mandatory, of the principal of any term Indebtedness under a Credit Facility (other than repayments that are concurrently refunded or refinanced) that have been made by the Company or any of its Restricted Subsidiaries since the date of this Indenture, less the aggregate amount of all commitment reductions with respect to any revolving credit borrowings under a Credit Facility that have been made by SGS or any of its Restricted Subsidiaries since the date of this Indenture; provided, that Foreign Subsidiaries that are not guarantors of domestic Indebtedness shall be able to incur Indebtedness in an aggregate principal amount at any one time outstanding under this clause (1) not to exceed $20.0 million of Indebtedness under Credit Facilities (or the equivalent thereof, measured at the time of each incurrence, in applicable foreign currency);

(2) the incurrence by SGS and its Restricted Subsidiaries of the Existing Indebtedness;

90

(3) the incurrence by SGS and the Guarantors of Indebtedness represented by the notes and the related Note Guarantees to be issued on the date of the indenture and the exchange notes and the related Note Guarantees to be issued pursuant to the registration rights agreement;

(4) the incurrence by SGS or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of SGS or any of its Restricted Subsidiaries, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed $10.0 million at any time outstanding;

(5) the incurrence by SGS or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), (9), (12) or (16) of this paragraph;

(6) the incurrence by SGS or any of its Restricted Subsidiaries of intercompany Indebtedness between or among SGS and any of its Restricted Subsidiaries; provided, however, that:

(a) if SGS or any Guarantor is the obligor on such Indebtedness and the payee is not SGS or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the notes, in the case of SGS, or the Note Guarantee, in the case of a Guarantor; and

(b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than SGS or a Restricted Subsidiary of SGS and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either SGS or a Restricted Subsidiary of SGS, will be deemed, in each case, to constitute an incurrence of such Indebtedness by SGS or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7) the issuance by any of SGS’s Restricted Subsidiaries to SGS or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:

(a) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than SGS or a Restricted Subsidiary of SGS; and

(b) any sale or other transfer of any such preferred stock to a Person that is not either SGS or a Restricted Subsidiary of SGS, will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);

(8) the incurrence by SGS or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business;

(9) the guarantee by SGS or any of the Guarantors of Indebtedness of SGS or a Restricted Subsidiary of SGS that was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the notes, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;

(10) the incurrence by SGS or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance and surety bonds in the ordinary course of business;

(11) the incurrence by SGS or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days;

91

(12) the incurrence by Foreign Subsidiaries or other Restricted Subsidiaries that are not Guarantors of Indebtedness in an aggregate principal amount at any time outstanding pursuant to this clause (12), including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (12), not to exceed $20.0 million (or the equivalent thereof, measured at the time of each incurrence, in applicable foreign currency);

(13) the incurrence of Indebtedness by SGS or any of its Restricted Subsidiaries arising from provisions in agreements of SGS or any of its Restricted Subsidiaries providing for adjustment of purchase price or other similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of assets, stock or a line of business;

(14) the incurrence of Indebtedness of SGS issued to any of its directors, employees, officers or consultants or a Restricted Subsidiary in connection with the redemption or purchase of Capital Stock which complies with the covenant described above under the caption “—Restricted payments,” which indebtedness, by its terms, is subordinated to the prior payment in full in cash of all Obligations then due with respect to the notes, is not secured by any of the assets of SGS or the Restricted Subsidiaries and does not require cash payments prior to the Stated Maturity of the notes, in an aggregate principal amount which, when added with the amount of Indebtedness Incurred under this clause (14) and then outstanding, does not exceed $5.0 million;

(15) the incurrence of Indebtedness by SGS or any of its Restricted Subsidiaries owed to any Person in connection with workers’ compensation, self-insurance, health, disability or other employee benefits or property, casualty or liability insurance provided by such Person to SGS or any Restricted Subsidiary, pursuant to reimbursement or indemnification obligations, in each case incurred in the ordinary course of business; and

(16) the incurrence by SGS or any of its Guarantors of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (16), not to exceed $25.0 million.

For purposes of determining compliance with this “Incurrence of indebtedness and issuance of preferred stock” covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (16) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, SGS will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. Indebtedness under Credit Facilities outstanding on the date on which notes are first issued and authenticated under the indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of SGS as accrued. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that SGS or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and

92

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(a) the Fair Market Value of such assets at the date of determination; and

(b) the amount of the Indebtedness of the other Person.

No layering of debt

SGS will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is contractually subordinate in right of payment or contractually junior in right of payment to any Senior Debt of SGS and senior in right of payment to the notes. No Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is contractually subordinate in right of payment or contractually junior in right of payment to the Senior Debt of such Guarantor and senior in right of payment to such Guarantor’s Note Guarantee. No such Indebtedness will be considered to be senior by virtue of being secured on a first or junior priority basis.

Liens

SGS will not, and will not permit any of its Restricted Subsidiaries to create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) securing Indebtedness or trade payables upon any of their property or assets, now owned of hereafter acquired, unless all payments due under the indenture and the notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are not longer secured by a Lien.

Dividend and other payment restrictions affecting subsidiaries

SGS will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to SGS or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to SGS or any of its Restricted Subsidiaries;

(2) make loans or advances to SGS or any of its Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to SGS or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1) agreements governing Existing Indebtedness and any other agreements, including Credit Facilities as in effect on the date of the indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the indenture;

(2) the indenture, the notes and the Note Guarantees;

(3) applicable law, rule, regulation or order;

(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by SGS or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance

93

or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;

(5) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;

(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph;

(7) any agreement for the sale or other disposition of the stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;

(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(9) Liens permitted to be incurred under the provisions of the covenant described above under the caption “—Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;

(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of SGS’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;

(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(12) encumbrances and restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be incurred under the indenture so long as the restrictions solely restrict the transfer of the property governed by the security agreements or mortgages; and

(13) restrictions in any agreement that is not more restrictive than the restrictions under the terms of the Credit Agreement as in effect on the date of the closing of this offering.

Merger, consolidation or sale of assets

SGS will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not SGS is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of SGS and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(1) either: (a) SGS is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than SGS) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

(2) the Person formed by or surviving any such consolidation or merger (if other than SGS) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of SGS under the notes, the indenture and the registration rights agreement pursuant to agreements reasonably satisfactory to the trustee;

(3) immediately after such transaction, no Default or Event of Default exists; and

(4) SGS or the Person formed by or surviving any such consolidation or merger (if other than SGS), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same

94

had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “—Incurrence of indebtedness and issuance of preferred stock.”

In addition, SGS will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.

This “Merger, consolidation or sale of assets” covenant will not apply to:

(1) a merger of SGS with an Affiliate solely for the purpose of reincorporating SGS in another jurisdiction; or

(2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among SGS and any of its Restricted Subsidiaries.

Transactions with affiliates

SGS will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of SGS (each, an “Affiliate Transaction”), unless:

(1) the Affiliate Transaction is on terms that are no less favorable to SGS or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by SGS or such Restricted Subsidiary with an unrelated Person; and

(2) SGS delivers to the trustee:

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors of SGS set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of SGS; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to SGS or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) any employment agreement, employee benefit plan, stock options, stock ownership or other equity compensation plans, officer or director indemnification agreement or any similar arrangement entered into by SGS or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;

(2) transactions between or among SGS and/or its Restricted Subsidiaries;

(3) transactions with a Person (other than an Unrestricted Subsidiary of SGS) that is an Affiliate of SGS solely because SGS owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(4) payment of reasonable directors’ fees to Persons who are not otherwise Affiliates of SGS;

(5) any issuance of Equity Interests (other than Disqualified Stock) of SGS to Affiliates of SGS;

95

(6) Restricted Payments that do not violate the provisions of the indenture described above under the caption “—Restricted payments”;

(7) payment of fees pursuant to the Advisory Agreement as in effect on the date of the indenture;

(8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding;

(9) Permitted Payments to Parent;

(10) the provision by an Affiliate of commercial banking or lending services, investment banking, consulting, advisory or other similar services on terms that are no less favorable to SGS or the relevant Restricted Subsidiary than those that would have been obtained by an unaffiliated party and that are approved in good faith by the Board of Directors;

(11) transactions pursuant to any contract or agreement (including the Advisory Agreement) with SGS or any of the Restricted Subsidiaries in effect on the date of the indenture, as the same may be amended, modified or replaced from time to time so long as any such amendment, modification or replacement is not less favorable in any material respect to SGS and the Restricted Subsidiaries than the original agreement as in effect on the date of the indenture; and

(12) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business, including, without limitation, under joint venture agreements; provided, that the transactions set forth in this clause (12) are on terms that are no less favorable to SGS or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by SGS or such Restricted Subsidiary with an unrelated Person.

Business activities

SGS will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, including as a result of any acquisition, except to such extent as would not be material to SGS and its Restricted Subsidiaries taken as a whole.

Additional note guarantees

If any non-guarantor Restricted Subsidiary guarantees any Indebtedness of SGS or any Domestic Subsidiary, or if SGS or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the date of the indenture (other than Mozaic Group, Ltd. or any of its Subsidiaries for so long as they are not otherwise Guarantors), then such Domestic Subsidiary will become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel satisfactory to the trustee within 10 business days of the date on which it guaranteed such payment by SGS of any Indebtedness of SGS or on which it was acquired or created; provided that any Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary.

Designation of restricted and unrestricted subsidiaries

The Board of Directors of SGS may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by SGS and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the covenant described above under the caption “—Restricted payments” or under one or more clauses of the definition of Permitted Investments, as determined by SGS. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of SGS may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

96

Any designation of a Subsidiary of SGS as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption “—Restricted payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of SGS as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption “—Incurrence of indebtedness and issuance of preferred stock,” SGS will be in default of such covenant. The Board of Directors of SGS may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of SGS; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of SGS of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption “—Incurrence of indebtedness and issuance of preferred stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Payments for consent

SGS will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes unless such consideration is offered to be paid and is paid to all holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

REPORTS

Whether or not required by the rules and regulations of the SEC, so long as any notes are outstanding, SGS will furnish to the holders of notes or cause the trustee to furnish to the holders of notes, within the time periods specified in the SEC’s rules and regulations:

(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if SGS were required to file such reports; and

(2) all current reports that would be required to be filed with the SEC on Form 8-K if SGS were required to file such reports.

All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on SGS’s consolidated financial statements by SGS’s certified independent accountants. In addition, following the consummation of the exchange offer contemplated by the registration rights agreement, SGS will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods.

If, at any time after September 30, 2006 and for so long as any notes remain outstanding, SGS is not or is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, SGS will nevertheless file the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. SGS will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept SGS’s filings for any reason, SGS will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if SGS were required to file those reports with the SEC.

97

If SGS has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of SGS and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of SGS.

In addition, SGS and the Guarantors agree that, for so long as any notes remain outstanding, if at any time they are not required to file with the SEC the reports required by the preceding paragraphs, they will furnish to the holders of notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

EVENTS OF DEFAULT AND REMEDIES

Each of the following is an “Event of Default”:

(1) default for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to, the notes, whether or not prohibited by the subordination provisions of the indenture;

(2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the notes, whether or not prohibited by the subordination provisions of the indenture;

(3) failure by SGS or any of its Restricted Subsidiaries to comply with the provisions described under the captions “—Repurchase at the option of holders—Change of control,” “—Repurchase at the option of holders—Asset sales,” “—Certain covenants—Restricted payments,” “—Certain covenants—Incurrence of indebtedness and issuance of preferred stock” or “—Certain covenants—Merger, consolidation or sale of assets;”

(4) failure by SGS or any of its Restricted Subsidiaries for 60 days after notice to SGS by the trustee or the holders of at least 25% in aggregate principal amount of the notes then outstanding voting as a single class to comply with any of the other agreements in the indenture;

(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by SGS or any of its Restricted Subsidiaries (or the payment of which is guaranteed by SGS or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of the indenture, if that default:

(a) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

(b) results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10.0 million or more;

(6) failure by SGS or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;

(7) except as permitted by the indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; and

(8) certain events of bankruptcy or insolvency described in the indenture with respect to SGS or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.

98

In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to SGS, any Restricted Subsidiary of SGS that is a Significant Subsidiary or any group of Restricted Subsidiaries of SGS that, taken together, would constitute a Significant Subsidiary, all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding notes may declare all the notes to be due and payable immediately.

Subject to certain limitations, holders of a majority in aggregate principal amount of the then outstanding notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from holders of the notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium or Liquidated Damages, if any.

Subject to the provisions of the indenture relating to the duties of the trustee, in case an Event of Default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any holders of notes unless such holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest or Liquidated Damages, if any, when due, no holder of a note may pursue any remedy with respect to the indenture or the notes unless:

(1) such holder has previously given the trustee notice that an Event of Default is continuing;

(2) holders of at least 25% in aggregate principal amount of the then outstanding notes have requested the trustee to pursue the remedy;

(3) such holders have offered the trustee reasonable security or indemnity against any loss, liability or expense;

(4) the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(5) holders of a majority in aggregate principal amount of the then outstanding notes have not given the trustee a direction inconsistent with such request within such 60-day period.

The holders of a majority in aggregate principal amount of the then outstanding notes by notice to the trustee may, on behalf of the holders of all of the notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of interest or premium or Liquidated Damages, if any, on, or the principal of, the notes.

SGS is required to deliver to the trustee annually a statement regarding compliance with the indenture. Upon becoming aware of any Default or Event of Default, SGS is required to deliver to the trustee a statement specifying such Default or Event of Default.

NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS

No director, officer, employee, incorporator, stockholder or any controlling person, within the meaning of the Securities Act of 1933, as amended, of us or any Guarantor, as such, will have any liability for any of our obligations or the obligations of the Guarantors under the notes, the indenture, the Note Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

99

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SGS may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an officers’ certificate, elect to have all of its obligations discharged with respect to the outstanding notes and all obligations of the Guarantors discharged with respect to their Note Guarantees (“Legal Defeasance”) except for:

(1) the rights of holders of outstanding notes to receive payments in respect of the principal of, or interest or premium and Liquidated Damages, if any, on, such notes when such payments are due from the trust referred to below;

(2) SGS’s obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the trustee, and SGS’s and the Guarantors’ obligations in connection therewith; and

(4) the Legal Defeasance and Covenant Defeasance provisions of the indenture.

In addition, SGS may, at its option and at any time, elect to have the obligations of SGS and the Guarantors released with respect to certain covenants (including its obligation to make Change of Control Offers and Asset Sale Offers) that are described in the indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “—Events of default and remedies” will no longer constitute an Event of Default with respect to the notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) SGS must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium and Liquidated Damages, if any, on, the outstanding notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and SGS must specify whether the notes are being defeased to such stated date for payment or to a particular redemption date;

(2) in the case of Legal Defeasance, SGS must deliver to the trustee an opinion of counsel (subject to customary assumptions and qualifications) reasonably acceptable to the trustee confirming that (a) SGS has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, SGS must deliver to the trustee an opinion of counsel (subject to customary assumptions and qualifications) reasonably acceptable to the trustee confirming that the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which SGS or any Guarantor is a party or by which SGS or any Guarantor is bound;

100

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the indenture) to which SGS or any of its Subsidiaries is a party or by which SGS or any of its Subsidiaries is bound;

(6) SGS must deliver to the trustee an officers’ certificate stating that the deposit was not made by SGS with the intent of preferring the holders of notes over the other creditors of SGS with the intent of defeating, hindering, delaying or defrauding any creditors of SGS or others; and

(7) SGS must deliver to the trustee an officers’ certificate and an opinion of counsel (subject to customary assumptions and qualifications), each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

AMENDMENT, SUPPLEMENT AND WAIVER

Except as provided in the next succeeding paragraphs, the indenture or the notes or the Note Guarantees may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing Default or Event of Default or compliance with any provision of the indenture or the notes or the Note Guarantees may be waived with the consent of the holders of a majority in aggregate principal amount of the then outstanding notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

Without the consent of each holder of notes affected, an amendment, supplement or waiver may not (with respect to any notes held by a non-consenting holder):

(1) reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes (other than provisions relating to the covenants described above under the caption “—Repurchase at the option of holders”);

(3) reduce the rate of or change the time for payment of interest, including default interest, on any note;

(4) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Liquidated Damages, if any, on, the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the then outstanding notes and a waiver of the payment default that resulted from such acceleration);

(5) make any note payable in money other than that stated in the notes;

(6) make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of, or interest or premium or Liquidated Damages, if any, on, the notes;

(7) waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption “—Repurchase at the option of holders”);

(8) release any Guarantor from any of its obligations under its Note Guarantee or the indenture, except in accordance with the terms of the indenture; or

(9) make any change in the preceding amendment and waiver provisions.

In addition, any amendment to, or waiver of, the provisions of the indenture relating to subordination that adversely affects the rights of the holders of the notes will require the consent of the holders of at least 66 ²/3% in aggregate principal amount of notes then outstanding.

101

Notwithstanding the preceding, without the consent of any holder of notes, SGS, the Guarantors and the trustee may amend or supplement the indenture, the notes or the Note Guarantees:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated notes in addition to or in place of certificated notes;

(3) to provide for the assumption of SGS’s or a Guarantor’s obligations to holders of notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of SGS’s or such Guarantor’s assets, as applicable;

(4) to make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rights under the indenture of any such holder;

(5) to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;

(6) to conform the text of the indenture, the Note Guarantees, or the notes to any provision of this Description of Notes to the extent that such provision in this Description of Notes was intended to be a verbatim recitation of a provision of the indenture, the Note Guarantees, or the notes;

(7) to provide for the issuance of additional notes in accordance with the limitations set forth in the indenture as of the date of the indenture; or

(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes.

SATISFACTION AND DISCHARGE

The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

(1) either:

(a) all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to SGS, have been delivered to the trustee for cancellation; or

(b) all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and SGS or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the notes not delivered to the trustee for cancellation for principal, premium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which SGS or any Guarantor is a party or by which SGS or any Guarantor is bound;

(3) SGS or any Guarantor has paid or caused to be paid all sums payable by it under the indenture; and

(4) SGS has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or on the redemption date, as the case may be.

In addition, SGS must deliver an officers’ certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

102

CONCERNING THE TRUSTEE

If the trustee becomes a creditor of SGS or any Guarantor, the indenture limits the right of the trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if the indenture has been qualified under the Trust Indenture Act) or resign.

The holders of a majority in aggregate principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of notes, unless such holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

ADDITIONAL INFORMATION

Anyone who receives this prospectus may obtain a copy of the indenture and registration rights agreement without charge by writing to SGS International, Inc., 626 West Main Street, Suite 500, Louisville, KY 40202, Attention: President.

BOOK-ENTRY, DELIVERY AND FORM

The old notes were offered and sold to qualified institutional buyers in reliance on Rule 144A (“Rule 144A Notes”) and offshore transactions in reliance on Regulation S (“Regulation S Notes”). Except as set forth below, the notes were issued in registered, global form in minimum denominations of $1,000 and integral multiples of $1,000 in excess of $1,000.

Rule 144A Notes initially were represented by one or more notes in registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially were represented by one or more temporary notes in registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Notes”). The Rule 144A Global Notes and the Regulation S Temporary Global Notes were deposited upon issuance with the trustee as custodian for The Depository Trust Company (“DTC”), in New York, New York, and registered in the name of DTC or its nominee, in each case, for credit to an account of a direct or indirect participant in DTC as described below. Through and including the 40th day after the later of the commencement of the offering of the old notes and the closing of the offering of the old notes (such period through and including such 40th day, the “Restricted Period”), beneficial interests in the Regulation S Temporary Global Notes were held only through the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”) (as indirect participants in DTC), unless transferred to a person that takes delivery through a Rule 144A Global Note in accordance with the certification requirements described below. Within a reasonable time period after the expiration of the Restricted Period, the Regulation S Temporary Global Notes were exchanged for one or more permanent notes in registered, global form without interest coupons (collectively, the “Regulation S Permanent Global Notes” and, together with the Regulation S Temporary Global Notes, the “Regulation S Global Notes;” the Regulation S Global Notes and the Rule 144A Global Notes collectively being the “Global Notes”) upon delivery to DTC of certification of compliance with the transfer restrictions applicable to the notes and pursuant to Regulation S as provided in the indenture. Beneficial interests in the Rule 144A Global Notes may not be exchanged for beneficial interests in the Regulation S Global Notes at any time except in the limited circumstances described below. See “—Exchanges between Regulation S notes and Rule 144A notes.”

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be

103

exchanged for definitive notes in registered certificated form (“Certificated Notes”) except in the limited circumstances described below. See “—Exchange of global notes for certificated notes.” Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of notes in certificated form.

Rule 144A Notes (including beneficial interests in the Rule 144A Global Notes) will be subject to certain restrictions on transfer and will bear a restrictive legend as described under “Notice to investors.” Regulation S Notes will also bear the legend as described under “Notice to investors.” In addition, transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

DEPOSITORY PROCEDURES

The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. SGS takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

DTC has advised SGS that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

DTC has also advised SGS that, pursuant to procedures established by it:

(1) upon deposit of the Global Notes, DTC will credit the accounts of the Participants designated by the initial purchasers with portions of the principal amount of the Global Notes; and

(2) ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

Investors in the Rule 144A Global Notes who are Participants may hold their interests therein directly through DTC. Investors in the Rule 144A Global Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants. Investors in the Regulation S Global Notes must initially hold their interests therein through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations that are participants. After the expiration of the Restricted Period (but not earlier), investors may also hold interests in the Regulation S Global Notes through Participants in the DTC system other than Euroclear and Clearstream. Euroclear and Clearstream will hold interests in the Regulation S Global Notes on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositories, which are Euroclear Bank S.A./N.V., as operator of Euroclear, and Citibank, N.A., as operator of Clearstream. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons

104

will be limited to that extent. Because DTC can act only on behalf of the Participants, which in turn act on behalf of the Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interests in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or “holders” thereof under the indenture for any purpose.

Payments in respect of the principal of, and interest and premium, if any, and Liquidated Damages, if any, on, a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. Under the terms of the indenture, SGS and the trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither SGS, the trustee nor any agent of SGS or the trustee has or will have any responsibility or liability for:

(1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or

(2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

DTC has advised SGS that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe that it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or SGS. Neither SGS nor the trustee will be liable for any delay by DTC or any of the Participants or the Indirect Participants in identifying the beneficial owners of the notes, and SGS and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Subject to the transfer restrictions set forth under “Notice to investors,” transfers between the Participants will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

Subject to compliance with the transfer restrictions applicable to the notes described herein, cross-market transfers between the Participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by their respective depositaries; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

105

DTC has advised SGS that it will take any action permitted to be taken by a holder of notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Rule 144A Global Notes and the Regulation S Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. None of SGS, the trustee and any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

EXCHANGE OF GLOBAL NOTES FOR CERTIFICATED NOTES

A Global Note is exchangeable for Certificated Notes if:

(1) DTC (a) notifies SGS that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, SGS fails to appoint a successor depositary;

(2) SGS, at its option, notifies the trustee in writing that it elects to cause the issuance of the Certificated Notes; provided that in no event shall the Regulation S Temporary Global Note be exchanged for Certificated Notes prior to (a) the expiration of the Restricted Period and (b) the receipt of any certificates required under the provisions of Regulation S; or

(3) there has occurred and is continuing a Default or Event of Default with respect to the notes.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the applicable restrictive legend referred to in “Notice to investors,” unless that legend is not required by applicable law.

EXCHANGE OF CERTIFICATED NOTES FOR GLOBAL NOTES

Certificated Notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the trustee a written certificate (in the form provided in the indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such notes. See “Notice to investors.”

EXCHANGES BETWEEN REGULATION S NOTES AND RULE 144A NOTES

Prior to the expiration of the Restricted Period, beneficial interests in the Regulation S Global Note may be exchanged for beneficial interests in the Rule 144A Global Note only if:

(1) such exchange occurs in connection with a transfer of the notes pursuant to Rule 144A; and

(2) the transferor first delivers to the trustee a written certificate (in the form provided in the indenture) to the effect that the notes are being transferred to a Person:

(a) who the transferor reasonably believes to be a qualified institutional buyer within the meaning of Rule 144A;

106

(b) purchasing for its own account or the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A; and

(c) in accordance with all applicable securities laws of the states of the United States and other jurisdictions.

Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in the Regulation S Global Note, whether before or after the expiration of the Restricted Period, only if the transferor first delivers to the trustee a written certificate (in the form provided in the indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available) and that, if such transfer occurs prior to the expiration of the Restricted Period, the interest transferred will be held immediately thereafter through Euroclear or Clearstream.

Transfers involving exchanges of beneficial interests between the Regulation S Global Notes and the Rule 144A Global Notes will be effected by DTC by means of an instruction originated by the trustee through the DTC Deposit/Withdraw at Custodian system. Accordingly, in connection with any such transfer, appropriate adjustments will be made to reflect a decrease in the principal amount of the Regulation S Global Note and a corresponding increase in the principal amount of the Rule 144A Global Note or vice versa, as applicable. Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and will become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Note for so long as it remains such an interest. The policies and practices of DTC may prohibit transfers of beneficial interests in the Regulation S Global Note prior to the expiration of the Restricted Period.

CERTIFICATIONS BY HOLDERS OF THE REGULATION S TEMPORARY GLOBAL NOTES

A holder of a beneficial interest in the Regulation S Temporary Global Notes must provide Euroclear or Clearstream, as the case may be, with a certificate in the form required by the indenture certifying that the beneficial owner of the interest in the Regulation S Temporary Global Note is either a non-U.S. person or a U.S. person that has purchased such interest in a transaction that is exempt from the registration requirements under the Securities Act, and Euroclear or Clearstream, as the case may be, must provide to the trustee (or the paying agent if other than the trustee) a certificate in the form required by the indenture, prior to any exchange of such beneficial interest for a beneficial interest in the Regulation S Permanent Global Notes.

SAME DAY SETTLEMENT AND PAYMENT

SGS will make payments in respect of the notes represented by the Global Notes (including principal, premium, if any, interest and Liquidated Damages, if any) by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. SGS will make all payments of principal, interest and premium, if any, and Liquidated Damages, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such holder’s registered address. The notes represented by the Global Notes are expected to be eligible to trade in The PORTAL^SM Market and to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. SGS expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of

107

DTC. DTC has advised SGS that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

CERTAIN DEFINITIONS

Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all defined terms used therein, as well as any other capitalized terms used herein for which no definition is provided.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; provided that Indebtedness of such Person that is redeemed, defeased, retired or otherwise repaid at the time, or immediately upon consummation, of the transaction by which such other Person is merged with or into or became a Restricted Subsidiary of such Person shall not be Acquired Debt; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person; provided that the amount of such Indebtedness shall be deemed to be the amount of the obligation so secured.

“Acquisition Agreement” means that certain Acquisition Agreement among SGS International, Inc., RMC Delaware, Inc., Southern Graphic Systems—Canada, Ltd./Systemes Graphiques Southern—Canada, Ltee. and Alcoa UK Holdings Limited dated as of November 11, 2005.

“Advisory Agreement” means the advisory agreement dated as of the date of the indenture by and between SGS and CVC Management LLC.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control.

For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Applicable Premium” means, with respect to any note on any redemption date, the greater of:

(1) 1.0% of the principal amount of the note; or

(2) the excess of:

(a) the present value at such redemption date of (i) the redemption price of the note at December 15, 2009 (such redemption price being set forth in the table appearing above under the caption “—Optional redemption”) plus (ii) all required interest payments due on the note through December 15, 2009, (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b) the principal amount of the note, if greater.

108

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of SGS and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption “—Repurchase at the option of holders—Change of control” and/or the provisions described above under the caption “—Certain covenants—Merger, consolidation or sale of assets” and not by the provisions of the Asset Sale covenant; and

(2) the issuance of Equity Interests in any of SGS’s Restricted Subsidiaries or the sale of Equity Interests in any of its Subsidiaries, other than directors’ qualifying shares.

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $2.0 million;

(2) a transfer of assets between or among SGS and its Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary of SGS to SGS or to a Restricted Subsidiary of SGS;

(4) the sale or lease of products, services or accounts receivable in the ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business;

(5) the sale or other disposition of cash or Cash Equivalents;

(6) Permitted Liens;

(7) the sale of the Eastgate Real Property; and

(8) a Restricted Payment that does not violate the covenant described above under the caption “—Certain covenants—Restricted payments” or a Permitted Investment.

“Asset Sale Offer” has the meaning assigned to that term in the indenture governing the notes.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13c1-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

109

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Cash Equivalents” means:

(1) United States dollars;

(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition;

(3) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;

(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within six months after the date of acquisition; and

(6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of SGS and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act) other than a Principal or a Related Party of a Principal;

(2) the adoption of a plan relating to the liquidation or dissolution of SGS;

(3) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” (as defined above), other than the Principals and their Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of SGS, measured by voting power rather than number of shares;

(4) after an initial public offering of SGS or any direct or indirect parent of SGS, the first day on which a majority of the members of the Board of Directors of SGS are not Continuing Directors; or

(5) the first day on which Southern Graphics, Inc. ceases to own 100% of the outstanding Equity Interests of SGS.

“Change of Control Offer” has the meaning assigned to that term in the indenture governing the notes.

110

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1) an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus

(2) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(3) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(4) up to $18.6 million of expenses incurred or amortization charges in connection with the transactions contemplated by the Acquisition Agreement to the extent such expenses or charges were deducted in computing such Consolidated Net Income; plus

(5) up to $2.1 million of expenses incurred in connection with the sale of the Eastgate Real Property to the extent such expenses or charges were deducted in computing such Consolidated Net Income; plus

(6) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

(7) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

“Consolidated Leverage Ratio,” as of any date of determination means, with respect to any Person, the ratio of (i) the sum of the aggregate outstanding Indebtedness of such Person and its Restricted Subsidiaries as of the date of calculation on a consolidated basis in accordance with GAAP to (ii) the aggregate amount of Consolidated Cash Flow of such Person for the most recent four full consecutive fiscal quarters ending prior to the date of such determination; provided, however, that:

(1) if since the beginning of such period such Person or any Restricted Subsidiary will have made any Asset Sale or disposed of any company, division, operating unit, segment, business, group of related assets or line of business, the Consolidated Cash Flow for such period will be reduced by an amount equal to the Consolidated Cash Flow (if positive) directly attributable to the assets which are the subject of such Asset Sale for such period or increased by an amount equal to the Consolidated Cash Flow (if negative) directly attributable thereto for such period; and

(2) if since the beginning of such period such Person or any Restricted Subsidiary (by merger or otherwise) will have made an Investment in any Restricted Subsidiary (or any other Person which becomes a Restricted Subsidiary or is merged with or into such person) or an acquisition of assets which constitutes all or substantially all of a company, division, operating unit, segment, business, group of related assets or line of business, Consolidated Cash Flow for such period will be calculated after giving pro forma effect thereto as if such Investment or acquisition occurred on the first day of such period; and

(3) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into such Person or any Restricted Subsidiary since the beginning of such period) will have made any Asset Sale or any Investment or acquisition of assets that would have required an

111

adjustment pursuant to clauses (1) or (2) above if made by such Person or a Restricted Subsidiary during such period, Consolidated Cash Flow for such period will be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations will be determined in accordance with Regulation S-X under the Securities Act.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;

(2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

(3) the cumulative effect of a change in accounting principles will be excluded;

(4) with respect to SGS and its Restricted Subsidiaries, an amount equal to the product of (a) the charges for amortization of intangibles as a result of purchase accounting in connection with the acquisition contemplated by the Acquisition Agreement, times (b) a fraction, the numerator of which is one minus the then current combined federal, state and local statutory tax rate and the denominator of which is one, expressed as a decimal, in each case, determined on a consolidated basis and in accordance with GAAP, will be included; and

(5) notwithstanding clause (1) above, the Net Income of any Unrestricted Subsidiary will be excluded, whether or not distributed to the specified Person or one of its Subsidiaries.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of SGS who:

(1) was a member of such Board of Directors on the date of the indenture; or

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“Credit Agreement” means that certain Credit Agreement, dated as of December 30, 2005 by and among SGS International, Inc. and Southern Graphic Systems-Canada, Co./Systemes Grpahiques Southern-Canada, Co., as Borrowers; UBS Securities LLC and Lehman Brothers Inc., as Joint Lead Arranger Lehman Brothers Inc., as Syndication Agent, CIT Lending Services Corporation as Documentation Agent; UBS Loan Finance LLC, as swingline lender; UBS AG, Stamford Branch, as Issuing Bank, US Administration Agent, US Collateral Agent and Canadian Collateral Agent; National City Bank, as Canadian Administrative Agent; and Lehman Brothers Inc., as Joint Lead Arranger, Joint Bookrunner and Syndication Agent on the senior secured credit facility; and the Guarantors and Lenders Party thereto, providing for up to $193.7 million of revolving credit, term loan and acquisition facility borrowings, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

112

“Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case, with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Senior Debt” means:

(1) any Indebtedness outstanding under the Credit Facilities; and

(2) after payment in full of all Obligations under the Credit Agreements, any other Senior Debt permitted under the indenture the principal amount (or committed amount) of which is $25.0 million or more and that has been designated by SGS as “Designated Senior Debt.”

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require SGS to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that SGS may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “—Certain covenants—Restricted payments.” The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the indenture will be the maximum amount that SGS and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“Domestic Subsidiary” means any Restricted Subsidiary of SGS that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of SGS.

“Eastgate Real Property” means that certain real property owned by Southern Graphic Systems, Inc. at the address generally referred to as 2891 Sprouse Drive, Richmond, VA 23231.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Existing Indebtedness” means Indebtedness of SGS and its Subsidiaries in existence on the date of the indenture after giving effect to the Transactions, excluding for the avoidance of doubt the Notes and Indebtedness under the Credit Agreement (including any debt incurred thereunder by Foreign Subsidiaries), until such amounts are repaid.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of SGS (unless otherwise provided in the indenture).

113

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect (in accordance with Regulation S-X under the Securities Act) as if they had occurred on the first day of the four-quarter reference period;

(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(4) any Person that is or becomes a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

(5) any Person that is not or ceases to be a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and

(6) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be based on the weighted average interest rate in effect for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months).

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus

(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3) any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

114

(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of SGS (other than Disqualified Stock) or to SGS or a Restricted Subsidiary of SGS, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP.

“Foreign Subsidiary” means any Restricted Subsidiary of SGS that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“Guarantors” means:

(1) each Domestic Subsidiary of SGS that is a guarantor under the Credit Agreement on the date of the indenture; and

(2) any other Subsidiary of SGS that executes a Note Guarantee in accordance with the provisions of the indenture,

and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of the indenture.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary whose total assets, as of that date, are less than $250,000 and whose total revenues for the most recent 12-month period do not exceed $250,000; provided that a Restricted Subsidiary will not be considered to be an Immaterial Subsidiary if it, directly or indirectly, guarantees or otherwise provides direct credit support for any Indebtedness of SGS; provided, further, that the revenues and total assets of all such subsidiaries shall not exceed $1.5 million in the aggregate.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of banker’s acceptances;

115

(4) representing Capital Lease Obligations;

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or

(6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person and the amount of such obligation being deemed to be the lesser of the value of such asset and the amount of the obligation so secured) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If SGS or any Subsidiary of SGS sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of SGS such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of SGS, SGS will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of SGS’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain covenants—Restricted payments.” Except as otherwise provided in the indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Liquidated Damages” means all liquidated damages then owing pursuant to the registration rights agreement.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1) any gain (or loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

(2) any extraordinary gain (or loss), together with any related provision for taxes on such extraordinary gain (or loss).

“Net Proceeds” means the aggregate cash proceeds received by SGS or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any

116

relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, other than the Credit Facilities (unless it is a permanent reduction in commitments), secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

“Non-Recourse Debt” means Indebtedness:

(1) as to which neither SGS nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of SGS or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and

(3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of SGS or any of its Restricted Subsidiaries.

“Note Guarantee” means the Guarantee by each Guarantor of SGS’s obligations under the indenture and the notes, executed pursuant to the provisions of the indenture.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Parent” shall mean any person that directly or indirectly owns all the outstanding Capital Stock of SGS.

“Permitted Business” means any business conducted by SGS and its Restricted Subsidiaries on the date of the indenture and any business reasonably related, ancillary or complimentary to, or reasonable extension of, its business or SGS or any of its Restricted Subsidiaries on the date of the Indenture.

“Permitted Investments” means:

(1) any Investment in SGS or in a Restricted Subsidiary of SGS that is a Guarantor;

(2) any Investment in Cash Equivalents;

(3) any Investment by SGS or any Restricted Subsidiary of SGS in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary of SGS and a Guarantor; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, SGS or a Restricted Subsidiary of SGS;

provided, however, that if the Consolidated Leverage Ratio of SGS is greater than 4.0x measured immediately prior to an Investment in a Person or Persons contemplated by this clause (3) in any transaction or series of related transactions involving purchase price, plus Indebtedness assumed or Acquired Debt in connection therewith, in excess of $50.0 million, then such Investment shall not be a Permitted Investment if SGS’s Consolidated Leverage Ratio after giving pro forma effect to such transaction or series of related transactions is greater than such ratio before giving pro forma effect thereto;

117

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales;”

(5) any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of SGS;

(6) any Investments received in compromise or resolution of (A) obligations that were incurred in the ordinary course of business of SGS or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (B) litigation, arbitration or other disputes with Persons who are not Affiliates;

(7) Investments represented by Hedging Obligations;

(8) loans or advances to employees made in the ordinary course of business of SGS or any Restricted Subsidiary of SGS in an aggregate principal amount not to exceed $1.0 million at any one time outstanding;

(9) repurchases of the notes;

(10) advances to customers in the ordinary course of business that are recorded as accounts receivable on the consolidated balance sheet of such Person;

(11) receivables owing to SGS or any of its Restricte J. Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;

(12) any Investment by SGS or any Restricted Subsidiary of SGS in a Foreign Subsidiary or in a Person, if as a result of such Investment such Person becomes a Foreign Subsidiary, in an aggregate principal amount, when taken together with all other Investments made pursuant to this clause (12) that are at the time outstanding not to exceed $15.0 million; and

(13) other Investments in any Person other than an Affiliate of SGS having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (13) that are at the time outstanding not to exceed $5.0 million.

“Permitted Junior Securities” means:

(1) Equity Interests in SGS or any Guarantor; or

(2) debt securities that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to substantially the same extent as, or to a greater extent than, the notes and the Note Guarantees are subordinated to Senior Debt under the indenture.

“Permitted Liens” means:

(1) Liens on assets of SGS or any Guarantor securing Senior Debt that was permitted by the terms of the indenture to be incurred;

(2) Liens in favor of SGS or the Guarantors;

(3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with SGS or any Subsidiary of SGS; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with SGS or the Subsidiary;

(4) Liens on property (including Capital Stock) existing at the time of acquisition of the property by SGS or any Subsidiary of SGS; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition;

(5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

118

(6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant entitled “—Certain covenants—Incurrence of indebtedness and issuance of preferred stock” covering only the assets acquired with or financed by such Indebtedness;

(7) Liens existing on the date of the indenture;

(8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(9) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of business;

(10) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(11) Liens created for the benefit of (or to secure) the notes (or the Note Guarantees);

(12) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the indenture; provided, however, that:

(a) the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and

(b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount, or, if greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

(13) pledges or deposits by a Person under worker’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(14) attachment or judgment Liens not giving rise (individually or in the aggregate) to an Event of Default;

(15) leases or subleases granted to others that do not materially interfere with the ordinary course of business of SGS and its Restricted Subsidiaries;

(16) customary liens on deposits required in connection with the purchase of property, plant, equipment and inventory, in each case incurred in the ordinary course of business; and

(17) Liens incurred in the ordinary course of business of SGS or any Subsidiary of SGS with respect to obligations that do not exceed $5.0 million at any one time outstanding.

“Permitted Payments to Parent” means, without duplication as to amounts:

(1) payments to the Parent to permit the Parent to pay reasonable accounting, legal and administrative expenses of the Parent when due, in an aggregate amount not to exceed $250,000 per annum; and

(2) for so long as SGS is a member of a group filing a consolidated or combined tax return with the Parent, payments to the Parent in respect of an allocable portion of the tax liabilities of such group that is attributable to SGS and its Subsidiaries (“Tax Payments”). The Tax Payments shall not exceed the lesser of (i) the amount of the relevant tax (including any penalties and interest) that SGS would owe if SGS were

119

filing a separate tax return (or a separate consolidated or combined return with its Subsidiaries that are members of the consolidated or combined group), taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of SGS and such Subsidiaries from other taxable years and (ii) the net amount of the relevant tax that the Parent actually owes to the appropriate taxing authority. Any Tax Payments received from SGS shall be paid over to the appropriate taxing authority within 30 days of the Parent’s receipt of such Tax Payments or refunded to SGS.

“Permitted Refinancing Indebtedness” means any Indebtedness of SGS or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of SGS or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and

(4) such Indebtedness is incurred either by SGS or by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Principals” means (1) (i) Citigroup Venture Capital Equity Partners, L.P. (“CVC”), CVC/SSB Employee Fund, L.P., CVC Executive Fund LLC, Natasha Foundation, Citigroup Venture Capital Ltd., any CVC fund or co-investment partnership, Citigroup, any affiliate of Citigroup or any general partner of any CVC fund or co-investment partnership (collectively, a “CVC Partner”), and any corporation, partnership or other entity that is an Affiliate of Citigroup or any CVC Partner (collectively “CVC Affiliates”), (ii) any managing director, general partner, director, officer or employee of any CVC fund, any CVC Partner or any CVC Affiliate, or any spouse, lineal descendant, sibling, parent, heir, executor, administrator, testamentary trustee, legatee or beneficiary of any of the foregoing persons described in this clause (ii) (collectively, “CVC Associates”) and (iii) any trust, the beneficiaries of which, any charitable trust, the grantor of which, or any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which include only CVC, CVC Partners, CVC Affiliates, CVC Associates, their spouses or their lineal descendants; and officers and directors of SGS or its Subsidiaries on the date of the indenture.

“Public Equity Offering” means an offer and sale of Capital Stock (other than Disqualified Stock) of SGS pursuant to a registration statement that has been declared effective by the SEC pursuant to the Securities Act (other than a registration statement on Form S-8 or otherwise relating to equity securities issuable under any employee benefit plan of SGS).

“Related Party” means:

(1) any controlling stockholder, 80% (or more) owned Subsidiary, or immediate family member (in the case of an individual) of any Principal; or

120

(2) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Persons beneficially holding an 80% or more controlling interest of which consist of any one or more Principals and/or such other Persons referred to in the immediately preceding clause (1).

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Group.

“Senior Debt” means:

(1) all Indebtedness of SGS or any Guarantor outstanding under Credit Facilities and all Hedging Obligations with respect thereto;

(2) any other Indebtedness of SGS or any Guarantor permitted to be incurred under the terms of the indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the notes or any Note Guarantee; and

(3) all Obligations with respect to the items listed in the preceding clauses (1) and (2).

Notwithstanding anything to the contrary in the preceding, Senior Debt will not include:

(1) any liability for federal, state, local or other taxes owed or owing by SGS;

(2) any intercompany Indebtedness of SGS or any of its Subsidiaries to SGS or any of its Affiliates;

(3) any trade payables;

(4) the portion of any Indebtedness that is incurred in violation of the indenture; or

(5) Indebtedness which is classified as non-recourse in accordance with GAAP or any unsecured claim arising in respect thereof by reason of the application of section 1111(b)(1) of the Bankruptcy Code.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of the indenture.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of the indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

121

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to December 15, 2009; provided, however that if the period from the redemption date to December 15, 2009, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Unrestricted Subsidiary” means any Subsidiary of SGS that is designated by the Board of Directors of SGS as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) except as permitted by the covenant described above under the caption “—Certain covenants—Transactions with affiliates,” is not party to any agreement, contract, arrangement or understanding with SGS or any Restricted Subsidiary of SGS unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to SGS or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of SGS;

(3) is a Person with respect to which neither SGS nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of SGS or any of its Restricted Subsidiaries.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

122

SUMMARY OF CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS

GENERAL

The following is a general discussion of the material U.S. federal income tax consequences of the purchase, ownership and disposition of the notes by a person who acquires notes in this offering at their initial offering price. Except where noted, the summary deals only with the notes held as capital assets within the meaning of section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”), and does not deal with special situations, such as those of broker-dealers, tax exempt organizations, individual retirement accounts and other tax deferred accounts, financial institutions, insurance companies, U.S. Holders (as defined below) whose functional currency is not the U.S. dollar, or persons holding notes as part of a hedging or “conversion” transaction or a straddle, or a constructive sale. Further, the discussion below is based upon the provisions of the Code and Treasury regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked, or modified, possibly with retroactive effect, so as to result in United States federal income tax consequences different from those discussed below. In addition, except as otherwise indicated, the following does not consider the effect of any applicable foreign, state, local or other tax laws or estate or gift tax considerations. Furthermore, this discussion does not consider the tax treatment of holders of notes who are partnerships or other pass-through entities for U.S. federal income tax purposes or investors in such entities, or who are former citizens or long-term residents of the United States.

This summary addresses tax consequences relevant to a holder of the notes that is either a U.S. Holder or a Non-U.S. Holder. As used herein, a “U.S. Holder” is a beneficial owner of a note who is, for U.S. federal income tax purposes, either an individual who is a citizen or resident of the United States, a corporation or other entity taxable as a corporation for U.S. federal income tax purposes created in, or organized in or under the laws of, the United States or any political subdivision thereof, an estate the income of which is subject to U.S. federal income taxation regardless of its source, or a trust the administration of which is subject to the primary supervision of a U.S. court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or that was in existence on, August 20, 1996, was treated as a United States person under the Code on that date and has made a valid election to be treated as a United States person under the Code. A “Non-U.S. Holder” is a beneficial owner of a note that is, for U.S. federal income tax purposes, a nonresident alien or corporation, trust or estate that is not a U.S. Holder.

We have not sought and will not seek any rulings from the Internal Revenue Service, or the “IRS,” with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the purchase, ownership or disposition of the notes or that any such position would not be sustained.

In certain circumstances, we may be obligated to pay you amounts in excess of the stated interest and principal payable on the notes. See “Exchange offer; Registration rights.” The obligation to make such payments may implicate the provisions of Treasury regulations relating to “contingent payment debt instruments.” If the notes were deemed to be contingent payment debt instruments, holders might, among other things, be required to treat any gain recognized on the sale or other disposition of a note as ordinary income rather than as capital gain, and the timing and amount of income inclusion may be different from the consequences discussed herein. We intend to take the position that the likelihood that the foregoing payments will be made is “remote” and “incidental” and therefore the notes are not subject to the rules governing contingent payment debt instruments, This determination will be binding on a holder unless such holder explicitly discloses on a statement attached to such holder’s timely filed U.S. Federal income tax return for the taxable year that includes the acquisition date of the note that such holder’s determination is different. It is possible, however, that the Internal Revenue Service may take a contrary position from that described above, in which case the tax consequences to a holder could differ materially and adversely from those described below. The remainder of this disclosure assumes that the notes will not be treated as contingent payment debt instruments.

123

INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH REGARD TO THE APPLICATION OF THE TAX CONSIDERATIONS DISCUSSED BELOW TO THEIR PARTICULAR SITUATIONS, AS WELL AS THE APPLICATION OF ANY STATE, LOCAL, FOREIGN, ESTATE, GIFT OR OTHER TAX LAWS, OR SUBSEQUENT REVISIONS THEREOF.

UNITED STATES FEDERAL INCOME TAXATION OF U.S. HOLDERS

Payments of interest

Interest on the notes will be taxable to a U.S. Holder as ordinary income at the time such interest is accrued or actually or constructively received in accordance with the U.S. Holder’s regular method of accounting for U.S. federal income tax purposes.

Sale, redemption, retirement or other taxable disposition of the notes

Upon the sale, redemption, retirement or other taxable disposition of a note, the U.S. Holder will generally recognize gain or loss in an amount equal to the difference between (1) the amount of cash and the fair market value of other property received in exchange therefor (other than amounts attributable to accrued but unpaid interest which generally will be taxable as ordinary income if not previously included in such holder’s income) and (2) the holder’s adjusted tax basis in such note. Amounts attributable to accrued but unpaid interest on the notes will be treated as ordinary interest income as described above. A U.S. Holder’s adjusted tax basis in a note will generally equal the purchase price paid by such holder for the note less any principal payments received by such holder.

Gain or loss realized on the sale, redemption, retirement or other taxable disposition of a note will be capital gain or loss and will be long term capital gain or loss subject to tax at a reduced rate at the time of sale, redemption, retirement or other taxable disposition, if the note has been held for more than one year. The deductibility of capital losses is subject to certain limitations.

Exchange offer

The exchange of old notes for identical debt securities registered under the Securities Act will not constitute a taxable exchange because there is not a significant modification of the terms of the notes. Instead, the new notes will be treated as a continuation of the old notes for U.S. federal income tax purposes. Therefore, if a U.S. holder exchanges old notes for new notes pursuant to the exchange offer, the U.S. holder (i) should not recognize a taxable gain or loss; (ii) will have the same holding period in the new notes that the U.S. holder had in the old notes; and (iii) will have the same tax basis in the new notes that the U.S. holder had in the old notes.

Information reporting and backup withholding

Backup withholding and information reporting requirements may apply to certain payments of interest on a note and to certain payments of the proceeds of the sale or redemption of a note. We or our paying agent, as the case may be, will be required to withhold from any payment that is subject to backup withholding tax a rate of 28 percent if a U.S. Holder fails to furnish his or her U.S. taxpayer identification number, or TIN, certify under penalties of perjury that such number is correct or that such holder is not subject to backup withholding or otherwise comply with the applicable backup withholding rules. Unless extended by future legislation, however, the reduction in the backup withholding rate to 28 percent expires and the 31 percent backup withholding rate will be reinstated for payments made after December 31, 2010. Exempt holders (including, among others, all corporations) are not subject to these backup withholding and information reporting requirements.

Any amounts withheld under the backup withholding rules from a payment to a U.S. Holder of the notes will be allowed as a refund or a credit against such holder’s U.S. federal income tax liability, provided that the required information is furnished to the Internal Revenue Service.

124

UNITED STATES FEDERAL INCOME TAXATION OF NON-U.S. HOLDERS

Payments of interest

Subject to the discussion of information reporting and backup withholding below, and assuming that the DTC’s book-entry procedures set forth in the section entitled “Description of the notes—Book entry, delivery and form of notes” are observed upon issuance and throughout the term of the notes, the payment to a Non-U.S. Holder of interest on a note will not be subject to United States federal withholding tax pursuant to the “portfolio interest exception,” provided that:

(1) the interest is not effectively connected with the conduct of a trade or business in the United States;

(2) the Non-U.S. Holder does not actually or constructively own 10 percent or more of the combined voting power of all of our classes of stock and is neither a controlled foreign corporation that is related to us through stock ownership within the meaning of the Code, nor a bank that received the notes on an extension of credit in the ordinary course of its trade or business; and

(3) either (A) the beneficial owner of the notes certifies to us or our paying agent, under penalties of perjury, that it is not a U.S. Holder and provides its name and address on Internal Revenue Service Form W-8BEN (or a suitable substitute to Form) or (B) a securities clearing organization, bank or other financial institution that holds the notes on behalf of such Non-U.S. Holder in the ordinary course of its trade or business (a “financial institution”) certifies under penalties of perjury that such an Internal Revenue Service Form W-8BEN or W-8IMY (or suitable substitute form) has been received from the beneficial owner by it or by a financial institution between it and the beneficial owner and, in case of a non-qualified intermediary, furnishes the payor with a copy thereof.

If a Non-U.S. Holder cannot satisfy the requirements of the portfolio interest exception described above, payments of interest made to such Non-U.S. Holder will be subject to a 30 percent withholding tax, unless the beneficial owner of the note provides us or our paying agent, as the case may be, with a properly executed (1) Internal Revenue Service Form W-8BEN (or successor form) providing a correct TIN and claiming an exemption from or reduction in the rate of withholding under the benefit of an income tax treaty or (2) Internal Revenue Service Form W-8ECI (or successor form) providing a TIN and stating that interest paid on the note is not subject to withholding tax because it is effectively connected with the beneficial owner’s conduct of a trade or business in the United States.

Notwithstanding the foregoing, if a Non-U.S. Holder of a note is engaged in a trade or business in the United States and interest on the note is effectively connected with the conduct of such trade or business, and, where an income tax treaty applies, is attributable to a U.S. permanent establishment or, in the case of an individual, a fixed base in the United States, such Non-U.S. Holder generally will be subject to U.S. federal income tax on such interest in the same manner as if it were a U.S. Holder (that is, will be taxable on a net basis at applicable graduated individual or corporate rates). In addition, if such Non-U.S. Holder is a foreign corporation, it may be subject to a “branch profits tax” equal to 30 percent of its effectively connected earnings and profits for that taxable year unless it qualities for a lower rate under an applicable income tax treaty.

Sale, redemption, retirement or other taxable disposition of notes

Generally, any gain realized on the sale, redemption, retirement or other taxable disposition of a note by a Non-U.S. Holder will not be subject to U.S. federal income tax, unless:

(1) such gain is effectively connected with the conduct by such holder of a trade or business in the United States, and, where an income tax treaty applies, the gain is attributable to a permanent establishment maintained in the United States or, in the case of an individual, a fixed base in the United States, or

(2) in the case of gains derived by an individual, such individual is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met.

125

If a Non-U.S. Holder of a note is engaged in the conduct of a trade or business in the United States, gain on the taxable disposition of a note that is effectively connected with the conduct of such trade or business and, where an income tax treaty applies, is attributable to a U.S. permanent establishment or, in the case of an individual, a fixed base in the United States, generally will be taxed on a net basis at applicable graduated individual or corporate rates. Effectively connected gain of a foreign corporation may, under certain circumstances, be subject as well to a “branch profits tax” at a rate of 30 percent or a lower applicable income tax treaty rate.

If an individual Non-U.S. Holder is present in the United States for 183 days or more in the taxable year of the disposition of the note and is nonetheless is a Non-U.S. Holder, such Non-U.S, Holder generally will be subject to U.S. federal income tax at a rate of 30 percent (or a lower applicable income tax treaty rate) on the amount by which capital gains allocable to U.S. sources (including gain from the sale, exchange, retirement or other disposition of the note) exceed capital losses which are allocable to U.S. sources and recognized during the same taxable year.

Information reporting and backup withholding

We must report annually to the Internal Revenue Service and to each Non-U.S. Holder any interest, regardless of whether withholding was required, and any tax withheld with respect to the interest. Copies of these information returns may also be made available under the provisions of a specific treaty or agreement of the tax authorities of the country in which the Non-U.S. Holder resides.

Certain Non-U.S. Holders may, under applicable U.S. Treasury regulations, be presumed to be U.S. persons. Interest paid to such holders generally will be subject to information reporting and backup withholding at a 28 percent rate unless such holders provide to us or our paying agent, as the case may be, an Internal Revenue Service Form W-8BEN (or satisfy certain certification documentary evidence requirements for establishing that such holders are non-United States persons under U.S. Treasury regulations) or otherwise establish an exemption. Unless extended by future legislation, however, the reduction in the backup withholding rate to 28 percent expires and the 31 percent backup withholding rate will be reinstated for payments made after December 31, 2010. Backup withholding will not apply to interest that was subject to the 30 percent withholding tax (or at applicable income tax treaty rate) applicable to certain Non-U.S. Holders, as described above.

Information reporting and backup withholding will also generally apply to a payment of the proceeds from the disposition of the notes (including a redemption) if payment is effected by or through a U.S. office of a broker, unless a Non-U.S. Holder provides us or our paying agent, as the case may be, with such Non-U.S. Holder’s name and address and either certifies non-United States status or otherwise establishes an exemption. In general, backup withholding and information reporting will not apply to the payment of the proceeds from the disposition of the notes by or through a foreign office of a broker. If, however, such broker is (i) a United States person, (ii) a foreign person 50 percent or more of whose gross income is from a U.S. trade or business for a specified three-year period, (iii) a “controlled foreign corporation” as to the United States, or (iv) a foreign partnership that, at any time during its taxable year, is 50 percent or more (by income or capital interest) owned by United States persons or is engaged in the conduct of a U.S. trade or business, such payment will be subject to information reporting, but not backup withholding, unless such broker has documentary evidence in its records that the holder is a Non-U.S. Holder and certain other conditions are met, or the holder otherwise establishes an exemption.

Any amounts withheld under the backup withholding rules from a payment to a holder of the notes will be allowed as a refund or a credit against such holder’s U.S. federal income tax liability, provided that the required information is furnished to the Internal Revenue Service.

126

PLAN OF DISTRIBUTION

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where the old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the expiration date of the exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

We will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of those methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any of the new notes. Any broker-dealer that resells the new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of the new notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any resale of new notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 90 days after the expiration date of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the old notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the old notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

127

LEGAL MATTERS

Certain legal matters in connection with the sale of the notes offered hereby will be passed upon for us by Dechert LLP, New York, New York.

EXPERTS

The financial statements of SGS International, Inc. as of and for the one-day ended December 31, 2005 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The financial statements of Southern Graphic Systems as of December 31, 2004 and 2003 and for each of the three years in the period ended December 30, 2005 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We are not currently subject to the periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended. Under the terms of the indenture, we have agreed that, whether or not we are required to do so by the rules and regulations of the SEC, after September 30, 2006 and for so long as any of the notes remain outstanding, we will furnish to the trustee and the holders of the notes, file with the SEC (unless the SEC will not accept such a filing) and post on our website, (i) all quarterly and annual reports that would be required to be filed with the SEC, including a “Management’s discussion and analysis of financial condition and results of operations” and with respect to annual information only a report thereon by our certified independent accountants and (ii) all current reports that would be required to be filed with SEC on Form 8-K if we were required to file such reports, in each case within the time period specified in the rules and regulations of the SEC. In addition, for so long as any of the notes remain outstanding, at any time when we are not required to file reports with the SEC, we have agreed to make available to any holder of the notes, securities analysts and prospective investors, at their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Reports and other information filed with the SEC may be inspected and copied at the public reference room maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies can be obtained by mail at prescribed rates by writing to the public reference room mentioned above. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. Our periodic reports and other information filed by us with the SEC can also be downloaded from the SEC’s web site at http://www.sec.gov.

Additionally, anyone who receives this prospectus may obtain a copy of the indenture governing the notes, the related registration rights agreement and other material agreements that we summarize in this prospectus. You may request copies of these documents by contacting us at: SGS International, Inc., 626 West Main Street, Suite 500, Louisville, Kentucky, 40202, attention: President; phone number (502) 637-5443.

128

INDEX TO THE FINANCIAL STATEMENTS

	Page
Reports of Independent Registered Public Accounting Firm	F-3
Consolidated/Combined Statements of Income—One-day ended December 31, 2005, period ended December 30, 2005 and years ended December 31, 2004 and 2003	F-5
Consolidated/Combined Balance Sheets—December 31, 2005 and December 31, 2004	F-6
Consolidated/Combined Statements of Comprehensive Income and Enterprise Capital—One-day ended December 31, 2005, period ended December 30, 2005 and years ended December 31, 2004 and 2003	F-7
Consolidated/Combined Statements of Cash Flows—One-day ended December 31, 2005, period ended December 30, 2005 and years ended December 31, 2004 and 2003	F-8
Notes to Combined Financial Statements	F-9

F-1

Southern Graphic Systems

Combined Financial Statements

For the Period Ended December 30, 2005 and the Years Ended December 31, 2004 and 2003

and

SGS International, Inc.

Consolidated Financial Statements

For the One-Day Ended December 31, 2005

F-2

Report of Independent Registered Public Accounting Firm

To the Shareholder of

Southern Graphic Systems:

In our opinion, the combined balance sheets and the related combined statements of income, comprehensive income and enterprise capital and cash flows present fairly, in all material respects, the financial position of Southern Graphic Systems at December 31, 2004, and the results of its operations and its cash flows for the period ended December 30, 2005 and the years ended December 31, 2004 and 2003 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/  PricewaterhouseCoopers LLP

March 28, 2006

Except for note O, for which the date is May 1, 2006

Pittsburgh, Pennsylvania

F-3

Report of Independent Registered Public Accounting Firm

To the Stockholder and Board of Directors of

SGS International, Inc.:

In our opinion, the consolidated balance sheet and the related consolidated statements of income, comprehensive income and stockholders’ equity and cash flows present fairly, in all material respects, the financial position of SGS International, Inc. and its subsidiaries (the “Company”) at December 31, 2005, and the results of its operations and its cash flows for the one-day ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/  PricewaterhouseCoopers LLP

May 1, 2006

Pittsburgh, Pennsylvania

F-4

SGS International, Inc. and Subsidiaries

Consolidated/Combined Statements of Income

One-Day Ended December 31, 2005

Period Ended December 30, 2005, and Years Ended December 31, 2004 and 2003

(in thousands of dollars)

	Successor			Predecessor
	1 Day Ended December 31, 2005			Period Ended December 30, 2005		Years Ended December 31,
						2004		2003
Revenues (A)
Sales	$	—		$	267,369	$	241,029	$	220,673
Sales to related parties (H)		—			5,398		5,470		5,712
		—			272,767		246,499		226,385
Costs and expenses
Cost of goods sold (exclusive of depreciation)		—			180,543		160,022		143,605
Selling, general and administrative expenses		—			34,569		32,116		29,904
Depreciation		20			7,868		6,923		7,114
Amortization		22			9,022		8,260		7,985
Related party interest expense		—			6,645		4,919		4,596
Interest expense		97			—		—		—
Other expense, net (G)		—			1,569		23		135
		139			240,216		212,263		193,339
(Loss) income before income taxes		(139	)		32,551		34,236		33,046
Provision (benefit) for taxes on income (K)		(54	)		12,757		13,673		12,798
Net (loss) income	$	(85	)	$	19,794	$	20,563	$	20,248

The accompanying notes are an integral part of the financial statements.

F-5

SGS International, Inc. and Subsidiaries

Consolidated/Combined Balance Sheets as of

December 31, 2005 and December 31, 2004

	Successor December 31, 2005			Predecessor December 31, 2004
Assets
Current assets
Cash and cash equivalents (A and L)	$	3,308		$	828
Receivables from customers, less allowances of $1,362 and $1,091 at December 31, 2005 and December 31, 2004, respectively (L)		54,098			44,921
Related party receivables (H)		—			67,761
Deferred income taxes (K)		—			786
Prepaid expenses and other current assets		8,425			8,144
Total current assets		65,831			122,440
Properties, plants and equipment, net (A and C)		53,496			44,640
Goodwill (A and D)		158,972			53,993
Other intangible assets (A and D)		168,343			107,593
Deferred Financing Costs		11,185			—
Other assets		379			535
Total assets	$	458,206		$	329,201
Liabilities
Current liabilities
Short-term borrowings with related parties (H)	$	—		$	91,935
Accounts payable, trade		12,501			9,219
Related party payables (H)		—			34,688
Accrued compensation		3,683			7,270
Taxes, including taxes on income		1,080			1,082
Other current liabilities		13,604			4,731
Long-term obligations due within one year (F and L)		1,886			363
Total current liabilities		32,754			149,288
Noncurrent liabilities
Long-term obligations (F and L)		318,537			1,208
Non current liabilities		—			223
Deferred income taxes (K)		—			38,643
Total noncurrent liabilities		318,537			40,074
Total liabilities		351,291			189,362
Minority interest		—			—
Contingencies and commitments (N)
Stockholder’s equity (Enterprise capital)
Common stock; $.01 par value; 1,000 shares authorized and outstanding		—			—
Additional capital		107,000			—
Other comprehensive income		—			—
Retained earnings		(85	)		—
Enterprise capital		—			139,839
Total stockholders’ equity		106,915			139,839
Total liabilities and stockholders’ equity	$	458,206		$	329,201

The accompanying notes are integral part of the financial statements.

F-6

SGS International, Inc. and Subsidiaries

Consolidated/Combined Statements of Comprehensive Income and Enterprise Capital

One-Day Ended December 31, 2005,

Period Ended December 30, 2005, and Years Ended December 31, 2004 and 2003

(in thousands of dollars)

	Comprehensive Income		Common Stock	Additional Capital		Retained Earnings			Enterprise Capital			Accumulated Other Comprehensive Income (Loss)			Total Enterprise Capital
Predecessor
Balance at December 31, 2002									$	112,678		$	(1,930	)	$	110,748
Comprehensive income—2003:
Net income—2003	$	20,248								20,248						20,248
Unrealized translation adjustments		6,143											6,143			6,143
Comprehensive income	$	26,391
Dividends										(20,261	)					(20,261	)
Balance at December 31, 2003										112,665			4,213			116,878
Comprehensive income—2004:
Net income—2004	$	20,563								20,563						20,563
Unrealized translation adjustments		2,250											2,250			2,250
Comprehensive income	$	22,813
Stock compensation										148						148
Balance at December 31, 2004									$	133,376		$	6,463		$	139,839
Comprehensive income—2005:
Net income—2005	$	19,794								19,794						19,794
Unrealized translation adjustments		1,807											1,807			1,807
Comprehensive income	$	21,601
Stock compensation										246						246
Capital contributions										60,885						60,885
Balance at December 30, 2005									$	214,301		$	8,270		$	222,571
Successor
Southern Graphics, Inc. Holding Company investment in SGS International, Inc.					107,000					—						107,000
Net loss							(85	)								(85	)
Balance at December 31, 2005				$	107,000	$	(85	)	$	—		$	—		$	106,915

The accompanying notes are an integral part of the financial statements.

F-7

SGS International, Inc. and Subsidiaries

Consolidated/Combined Statements of Cash Flows

One-Day Ended December 31, 2005,

Period Ended December 30, 2005, and Years Ended December 31, 2004 and 2003

(in thousands of dollars)

	Successor			Predecessor
	1 Day Ended December 31, 2005			Period Ended December 30, 2005			Years Ended December 31,
							2004			2003
Cash from operations
Net income	$	(85	)	$	19,794		$	20,563		$	20,248
Adjustments to reconcile net income to cash from operations:
Depreciation and amortization		42			16,890			15,183			15,099
Amortization of deferred financing fees		5			—			—			—
Change in deferred income taxes		—			(1,555	)		(2,642	)		(1,548	)
Gain on sale of assets		—			(319	)		—			—
Increase (decrease) in cash due to changes in operating assets and liabilities, net of acquisitions:
Receivables		851			(6,064	)		2,735			(2,564	)
Related party receivables		—			(24,050	)		(25,817	)		12,392
Prepaid expenses and other current assets		—			487			(8,872	)		366
Accounts payable and accrued expenses		92			(3,415	)		2,317			(5,360	)
Related party payables		—			10,385			12,562			(11,721	)
Taxes, including taxes on income		(54	)		516			159			560
Noncurrent assets and liabilities		—			1,877			(1,237	)		203
Cash from operations		851			14,546			14,951			27,675
Financing activities
Net changes in short-term borrowings		—			17,485			7,983			2,829
Cash dividends		—			—			—			(20,261	)
Contributions of minority interest holder		—			221			—			—
Common stock issuance		107,000			—			—			—
Borrowings on senior secured credit facility		118,700			—			—			—
Proceeds from senior subordinated notes		200,000			—			—			—
Deferred financing fees		(11,190	)		—			—			—
Payments on long-term debt		—			(342	)		(2,819	)		—
Cash from (used for) financing activities		414,510			17,364			5,164			(17,432	)
Investing activities
Capital expenditures		—			(13,941	)		(5,572	)		(5,586	)
Acquisition of SGS International, Inc.		(412,505	)		—
Proceeds from sale of assets		—			570			—			—
Business acquisitions, net of cash acquired		—			(15,446	)		(13,756	)		(5,274	)
Cash used for investing activities		(412,505	)		(28,817	)		(19,328	)		(10,860	)
Effect of exchange rate changes on cash		—			(49	)		37			372
Net change in cash and cash equivalents		2,856			3,044			824			(245	)
Cash and cash equivalents at beginning of period		452			828			4			249
Cash and cash equivalents at end of period	$	3,308		$	3,872		$	828		$	4

The accompanying notes are an integral part of the financial statements.

F-8

SGS International, Inc. and Subsidiaries

Notes to Consolidated/Combined Financial Statements

One-Day Ended December 31, 2005,

Period Ended December 30, 2005, and Years Ended December 31, 2004 and 2003

(in thousands of dollars)

A. Summary of Significant Accounting Policies

General Nature of Business

Southern Graphic Systems (“the Company”, “the Predecessor”) headquartered in Louisville, Kentucky, supplies photographic and digital images and manufactures flexographic printing plates and rotogravure cylinders for the packaging printing industry. The Company has 34 locations in the United States, Canada, Mexico and the United Kingdom.

Acquisition

On December 30, 2005, SGS International, Inc. (“the Successor”), a majority owned subsidiary of Citigroup Venture Capital Equity Partners, LP (CVC), purchased the Company from Alcoa, Inc. (Alcoa), for approximately $409.4 million (“the Acquisition”), which was paid via a combination of cash, and the proceeds from the issuance of senior subordinated notes and borrowings under a senior credit facility, and is summarized herein. Citigroup Venture Capital Equity Partners, L.P. (CVC) and certain other investors contributed a cash equity investment of $107.0 million. SGS International, Inc. also issued $200.0 million aggregate principal amount of its 12% senior subordinated notes due in 2013, resulting in net proceeds of $194.5 million. In addition, SGS International, Inc. also obtained a new secured senior credit facility of $193.7 million, of which $118.7 million was drawn at closing to fund a portion of the Acquisition purchase price. These total proceeds were reduced by certain debt issuance and other transaction costs. The final Acquisition purchase price is subject to adjustments per the sales agreement between SGS International, Inc. and Alcoa.

In conjunction with the Acquisition, the purchase price was allocated to reflect the fair value of the assets acquired and liabilities assumed as of December 31, 2005 in accordance with Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations. The purchase price allocation is subject to completion of final valuation studies and working capital adjustments with the seller. The final allocation of the purchase price is not expected to vary materially. The following table summarizes the preliminary allocation of the purchase price to the Company’s assets acquired and liabilities assumed:

	(in millions)
Purchase Price
Acquisition Price	$	407.7
Deferred Financing Fees		11.2
Transaction Costs		7.7
Total Acquisition Price		426.6
Less Net Assets Acquired		247.1
Excess Purchase Price	$	179.5
Allocation of Excess Purchase Price
Properties, Plants and Equipment	$	1.1
Goodwill		102.4
Customer Relationships		45.4
Deferred Financing Fees		11.2
Other Intangible Assets		19.4
	$	179.5

F-9

SGS International, Inc. and Subsidiaries

Notes to Consolidated/Combined Financial Statements—(Continued)

One-Day Ended December 31, 2005,

Period Ended December 30, 2005, and Years Ended December 31, 2004 and 2003

(in thousands of dollars)

Supplemental Unaudited Pro Forma Information

The following unaudited pro forma information for the year ended December 31, 2005 assumes that the Acquisition of the Company had occurred as of January 1, 2005. The Pro Forma adjustments relate to depreciation, amortization, interest and management fees. The tax effects of the pro forma adjustments have been reflected at the Company’s blended federal and state income tax rate of 39.2%.

The pro forma results are not necessarily indicative of the results that would have occurred had the Acquisition occurred as of such date and are not intended to provide a forecast of future expected results.

	Period Ended December 30, 2005	Pro Forma	Year Ended December 31, 2004	Pro Forma
		Year Ended December 31, 2005		Year Ended December 31, 2004
Revenue	272,767	287,634	246,499	264,647
Net Income	19,794	4,686	20,563	3,800

Successor Principles of Consolidation

The accompanying financial statements as of December 31, 2005 and for the one-day ended December 31, 2005 include the accounts of SGS International, Inc., its wholly owned subsidiaries and companies more than fifty percent owned them, collectively “the Company.” These subsidiaries include Southern Graphic Systems, Inc. (U.S.) (“SGS”), Project Dove Holdco, Inc., Project Dove Manitoba, L.P., Southern Graphic Systems-Canada, Ltd. (“SGS Canada”), Southern Graphic Systems Mexico, S. De R.L. De C.V (“SGS Mexico”), SGS-UK Holdings, Ltd., SGS-UK Limited (“SGS UK”), MCG Graphics, Ltd. and Mozaic Group, Ltd. Included in the accompanying financial statements for this period are fair value adjustments to assets acquired and liabilities assumed, including goodwill, customer relationships, other intangible assets, and property, plant and equipment. Also included is the corresponding effect these adjustments had to depreciation and amortization expenses. Accordingly, the accompanying financial statements for the period subsequent to the Acquisition are labeled Successor and the periods prior to the Acquisition are labeled Predecessor.

Predecessor Principles of Combination

The accompanying financial statements as of and for the period ended December 30, 2005, as of and for the year ended December 31, 2004, and for the year ended December 31, 2003 are stated at historical cost basis and include the combined accounts of SGS, SGS Canada, SGS Mexico, SGS UK and companies more than fifty percent owned by them (Mozaic Group, Ltd. and its subsidiaries). The combined financial statements for these periods have been derived from the books and records of Alcoa. The combined statements of income include all items of revenue and income generated by the Company, and all items of expense incurred by the Company. These include expenses charged to the Company by Alcoa in the normal course of business. The financial statements reflect amounts that have been pushed down from Alcoa in order to depict the financial position, results of operations and cash flows of the Company on a stand-alone basis. As a result of recording these amounts, the financial statements of the Company may not be indicative of the results that would be presented if the Company had operated as an independent stand-alone entity. For additional information concerning expenses charged to the Company by Alcoa, see Note H.

Use of Estimates

The combined financial statements are prepared in conformity with accounting principles generally accepted in the United States of America and require management to make certain estimates and assumptions. These may

F-10

SGS International, Inc. and Subsidiaries

Notes to Consolidated/Combined Financial Statements—(Continued)

One-Day Ended December 31, 2005,

Period Ended December 30, 2005, and Years Ended December 31, 2004 and 2003

(in thousands of dollars)

affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. They may also affect the reported amounts of revenues and expenses during the reporting period. Areas that require significant judgments, estimates and assumptions include the accounting for environmental matters, the testing of goodwill and other indefinite-lived intangible assets for impairment and tax matters. Management uses historical experience and all available information to make these judgments and actual results could differ from those estimates upon subsequent resolution of some matters.

Cash and Cash Equivalents

All highly liquid securities with a maturity of three months or less when purchased are considered cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in our existing accounts receivable. The Company determines the allowance based on historical write-off experience. The Company reviews its allowance for doubtful accounts quarterly. Account balances are charged off against the allowance when it is probable the receivable will not be recovered. The Company does not have any off-balance-sheet credit exposure related to its customers.

Properties, Plants and Equipment

Properties, plants and equipment are recorded at cost. Depreciation is recorded principally on the straight line method at rates based on the estimated useful lives of the assets, averaging 20 years for structures, and between 3 and 5 years for machinery and equipment. The provision for depreciation includes depreciation on assets under capital lease arrangements. Properties, plants and equipment are evaluated for impairment when indicators of impairment exist. Gains or losses from the sale of assets are included in other income. Repairs and maintenance are charged to expense as incurred. See Note C for additional detail.

Goodwill and Other Intangible Assets

The Company has made acquisitions in the past that included a significant amount of goodwill and other intangible assets, most notably customer relationships. Goodwill represents the excess of costs over the fair value of net assets of businesses acquired. Intangible assets with finite useful lives are amortized generally on a straight-line basis over the periods benefited, with a weighted average useful life of approximately 15 years. Pursuant to SFAS No. 142, Goodwill and Other Intangible Assets, goodwill and other intangible assets with indefinite useful lives are not amortized, but instead are tested for impairment at least annually in accordance with the provisions of SFAS No. 142. The impairment test compares the carrying amount of the goodwill and other acquired intangible assets to the discounted future cash flows generated by the assets. The impairment tests in 2005, 2004, and 2003 supported the carrying value of goodwill and the other acquired intangible assets, and as such, no write-downs in the carrying value of goodwill and/or the other acquired intangible assets were recorded.

Long-lived assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable in accordance with SFAS No. 144, Accounting for the

F-11

SGS International, Inc. and Subsidiaries

Notes to Consolidated/Combined Financial Statements—(Continued)

One-Day Ended December 31, 2005,

Period Ended December 30, 2005, and Years Ended December 31, 2004 and 2003

(in thousands of dollars)

Impairment or Disposal of Long-Lived Assets. Recoverability of assets in accordance with SFAS No. 144 compares the projected future cash flows from use and disposition of assets to the carrying amounts of those assets. When the sum of projected cash flows is less than the carrying amount, impairment losses are recognized. In determining such impairment losses, discounted cash flows are utilized to determine the fair value of the assets being evaluated. The Company has not recorded impairment losses on long-lived assets in the combined financial statements for 2005, 2004, or 2003 under SFAS No. 144.

Revenue Recognition

The Company recognizes revenue when title, ownership, and risk of loss pass to the customer in accordance with the provisions of Staff Accounting Bulletin No. 104, Revenue Recognition. Revenues are recorded net of allowances for customer rebates and cash discounts.

Inventories and Cost of Goods Sold

The Company does not have inventories recorded on its financial statements. This is due to several factors. Gravure image carriers typically are metal cylinders owned and supplied by the customer. All significant raw materials are on consignment. Work in process inventories are not significant due to the short-term nature of the projects. There are no finished goods since all products are shipped upon completion. Production costs are recognized in cost of goods sold, when incurred, due to the short-term nature of the projects.

Rebates

The Company receives rebates from certain vendors. The Company records these rebates as a reduction of cost of goods sold in accordance with Emerging Issues Task Force (EITF) 02-16, Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor. The Company also grants rebates to certain customers. The Company records these rebates as a reduction of sales in accordance with EITF 01-9, Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products).

Shipping and Handling Costs

Amounts invoiced for shipping and handling costs are net against the actual costs incurred. To the extent actual costs incurred exceed amounts invoiced, these unreimbursed costs are included in costs of goods sold.

Environmental Expenditures

Expenditures relating to existing conditions caused by past operations, and which do not contribute to future revenues, are expensed as incurred. Liabilities are recorded when remedial efforts are probable and the costs can be reasonably estimated. The liability may include costs such as site investigations, consultant fees, feasibility studies, outside contractor, and monitoring expenses. Estimates are not discounted or reduced by potential claims for recovery. Claims for recovery are recognized as agreements are reached with third parties. Any recorded liability is periodically reviewed and adjusted to reflect current remediation progress, prospective estimates of required activity and other factors that may be relevant, including changes in technology or regulations. Environmental accruals were $99 at December 31, 2004. The Company had no environmental accruals at December 31, 2005.

F-12

SGS International, Inc. and Subsidiaries

Notes to Consolidated/Combined Financial Statements—(Continued)

One-Day Ended December 31, 2005,

Period Ended December 30, 2005, and Years Ended December 31, 2004 and 2003

(in thousands of dollars)

Income Taxes

The provision for income taxes is determined using the asset and liability approach of accounting for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year, plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce the deferred tax assets when it is more likely than not that a tax benefit will not be realized. Through December 30, 2005, the Company was included in Alcoa’s U.S. consolidated tax return. As such, amounts payable or receivable for U.S. income taxes are reflected in related party payables or receivables. Amounts payable for non-U.S. income taxes are reflected in accrued income taxes payable. Deferred income taxes and income tax expense are presented on a “separate return” basis.

Predecessor Stock-Based Compensation

Prior to the Acquisition, certain employees of the Company received stock options under Alcoa’s stock incentive plans. Stock options under Alcoa’s stock incentive plans have been granted at not less than market prices on the dates of grant. The Company accounts for stock-based compensation in accordance with the provisions of Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees, and related interpretations using the intrinsic value method which resulted in no compensation costs for options granted. In addition to stock option awards, beginning in 2004, Alcoa granted stock awards and performance share awards that vest over three years from the date of grant. Compensation expense for stock awards is calculated based on the fair value at the grant date, and compensation expense for performance share awards is based on the fair value on the date the performance criteria are determined. The after-tax expense (at a rate of 35% and 39% for 2005 and 2004, respectively) for these awards was $174 and $90 in 2005 and 2004, respectively.

Stock option features based on the date of original grant are as follows:

Date of Original Grant	Vesting	Term	Reload Feature
2003	3 years (1/3 each year)	10 years	One reloaded in 2004 for 1/3 vesting in 2004
2004 and Forward	3 years (1/3 each year)	6 years	None

The Company’s net income would have been reduced to the pro forma amounts shown below if compensation cost had been determined based on the fair value of the grant dates in accordance with SFAS Nos. 123 and 148, Accounting for Stock Based Compensation.

	Successor			Predecessor
	1 Day Ended December 31, 2005			Period Ended December 30, 2005		Years Ended December 31,
						2004		2003
Net income (loss), as reported		(85	)	$	19,794	$	20,563	$	20,248
Less: additional compensation cost determined under the fair value method, net of tax		—			598		241		144
Pro forma net income (loss)	$	(85	)	$	19,196	$	20,322	$	20,104

F-13

SGS International, Inc. and Subsidiaries

Notes to Consolidated/Combined Financial Statements—(Continued)

One-Day Ended December 31, 2005,

Period Ended December 30, 2005, and Years Ended December 31, 2004 and 2003

(in thousands of dollars)

On December 31, 2005, Alcoa accelerated the vesting of stock options granted to employees in 2004 and on January 13, 2005. The 2005 and 2004 accelerated options have weighted average exercise prices of $29.54 and $35.66, respectively. The decision to accelerate the vesting of the 2005 and 2004 options was made primarily to avoid recognizing the related compensation cost in future financial statements upon the adoption of SFAS No. 123 (revised 2004) “Share-Based Payment”.

In anticipation of the adoptions of SFAS No. 123 (revised 2004) Alcoa switched from the Black-Scholes pricing model to a lattice model to estimate fair value at grant date for options granted in 2005, The fair value of each option is estimated on the date of grant or subsequent reload using the lattice or Black-Scholes pricing model with the following assumptions:

	2005		2004		2003
Average risk free interest rate	2.65-4.2	%	2.1	%	2.2	%
Expected dividend yield	1.8	%	1.6	%	2.5	%
Expected volatility	27%-35	%	32	%	38	%
Expected life (years):
New option grants	3.8		3.0		3.0
Reload option grants	—		3.0		2.5

The weighted average fair value per option granted was $6.18 in 2005, $7.75 in 2004, and $5.49 in 2003.

Foreign Currency

The local currency is the functional currency for locations in Mexico, Canada and the United Kingdom. In accordance with SFAS No. 52, Foreign Currency Translation, assets and liabilities of those operations denominated in foreign currencies are translated into U.S. dollars using period-end exchange rates, and income and expenses are translated using average exchange rates for the reporting period. In 2005, 2004 and 2003, transaction gains recognized in the income statement due to exchange rate changes were $760, $398 and $185, respectively.

Acquisitions

The Company’s acquisitions are accounted for using the purchase method. The purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair market values. Any excess purchase price over the fair market value of the net assets acquired is recorded as goodwill. For all acquisitions, operating results are included in the combined statements of income since the dates of the acquisitions. See Note E for additional information.

Recently Issued and Adopted Accounting Standards

SFAS No. 154, Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and SFAS No. 3 was issued in June 2005. SFAS No. 154 requires retrospective application to financial statements of prior periods for changes in accounting principle that are not adopted prospectively. This statement is effective January 1, 2006 and has no impact on the Company’s financial statements.

On December 30, 2005, the Company adopted FASB Interpretation No. 47 (“FIN 47”), Accounting for Conditional Asset Retirement Obligations effective December 30, 2005. FIN 47 clarifies the accounting for

F-14

SGS International, Inc. and Subsidiaries

Notes to Consolidated/Combined Financial Statements—(Continued)

One-Day Ended December 31, 2005,

Period Ended December 30, 2005, and Years Ended December 31, 2004 and 2003

(in thousands of dollars)

conditional asset retirement obligations (“CAROs”), as referenced in SFAS No. 143, Accounting for Asset Retirement Obligations. A CARO is a legal obligation to perform an asset retirement activity in which the obligation is unconditional, but uncertainty exists about the timing and (or) method of settlement, which may or may not be under the control of the Company, and which prevents the reasonable estimation of the fair value of the CARO. FIN 47 had no impact on the Company’s financial statements upon adoption.

SFAS No. 123 (revised 2004), Share-Based Payment, was issued in December 2004. This standard requires companies to measure and recognize the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value. The effective date is the first annual reporting period beginning after June 15, 2005. The Company is currently evaluating pricing models and the transition provisions of this standard and will begin expensing stock options in 2006.

B. Nature of Operations

The Company operates in a single reportable segment whose product offerings include package design, prepress, imaging and managing the entire graphics development cycle to customers in a broad spectrum of industries. The company had one customer that comprised approximately 11% of revenues in 2004 and 2003. There were no customers that comprised in excess of 10% of total revenues in 2005.

The following summarizes the concentrations of sales and net assets by major geographic region.

	Successor		Predecessor
	1 Day Ended December 31, 2005		Period Ended December 30, 2005		Years Ended December 31,
					2004		2003
Sales
United States	$	—	$	226,979	$	208,436	$	196,251
Canada		—		40,486		36,549		28,680
United Kingdom		—		3,188		—		—
Mexico		—		2,114		1,514		1,454
Total sales	$	—	$	272,767	$	246,499	$	226,385

	Successor		Predecessor
	1 Day Ended December 31, 2005		Year Ended December 31, 2004
Net assets
United States	$	69,920	$	96,113
Canada		19,997		42,811
United Kingdom		14,798		—
Mexico		2,200		915
Total net assets	$	106,915	$	139,839

F-15

SGS International, Inc. and Subsidiaries

Notes to Consolidated/Combined Financial Statements—(Continued)

One-Day Ended December 31, 2005,

Period Ended December 30, 2005, and Years Ended December 31, 2004 and 2003

(in thousands of dollars)

C. Properties, Plants and Equipment, Net

	Successor		Predecessor
	1 Day Ended December 31, 2005		Year Ended December 31, 2004
Land and land rights	$	941	$	859
Structures		8,763		9,367
Machinery and equipment		28,807		58,273
		38,511		68,499
Less: Accumulated depreciation		20		29,521
		38,491		38,978
Construction work-in-progress		15,005		5,662
	$	53,496	$	44,640

The book value of equipment under capital lease arrangements was $1,295 and $1,144 at December 31, 2005 and 2004, respectively, and the related accumulated depreciation was $661 and $1,132, respectively.

D. Goodwill and Other Intangible Assets

Goodwill and other intangible assets consist of the following:

	Successor			Predecessor
	1 Day Ended December 31, 2005			Years Ended December 31,
				2004			2003
Goodwill, cost	$	158,972		$	53,993		$	54,266
Goodwill, accumulated amortization		—			—			—
Customer relationships, cost		142,727			124,151			111,776
Customer relationships, accumulated amortization		(17	)		(27,673	)		(20,556	)
Other intangible assets, cost		25,638			16,989			15,050
Other intangible assets, accumulated amortization		(5	)		(5,874	)		(4,318	)
	$	327,315		$	161,586		$	156,218

The increase in goodwill of $2,486 in 2005 is the result of acquisitions of $2,195 (see Note E) and foreign currency of $291. The reduction in goodwill of $273 in 2004 is the result of foreign currency translation. Amortization of intangible assets is estimated to be approximately $8,523 each year from 2006 through 2010.

E. Acquisitions

The Company has consummated acquisitions for a variety of reasons, including obtaining additional scale, acquiring a specific design or technical skill, achieving geographic diversification, strengthening existing customer relationships, forming new customer relationships and/or acquiring an underutilized asset that could more efficiently perform existing services within our organization.

F-16

SGS International, Inc. and Subsidiaries

Notes to Consolidated/Combined Financial Statements—(Continued)

One-Day Ended December 31, 2005,

Period Ended December 30, 2005, and Years Ended December 31, 2004 and 2003

(in thousands of dollars)

During 2005, the Company completed two acquisitions at a cost of $15,446. The most significant of these transactions was the acquisition of MCG Graphics Limited (“MCG”) in November 2005. The MCG transaction was valued at $14,434. The preliminary purchase price allocation included $2,521 of property, plant and equipment, $9,866 of customer relationships, $1,915 of goodwill, ($506) of long-term capital lease obligations and $638 of working capital. This preliminary purchase price allocation is subject to adjustment based on final valuation studies.

During 2004, the Company completed three acquisitions at a cost of $13,756. The most significant of these transactions was the acquisition of the gravure and flexographic plate businesses of the Florence, Kentucky plant operated by Bemis Company’s Mackay Inc. subsidiary (“Mackay”) in December 2004. The Mackay transaction was valued at $11,100. The purchase price allocation included $3,626 of property, plant and equipment, $5,378 of customer relationships and $1,793 of other intangible assets.

During 2003, the Company completed four acquisitions at a cost of $5,274. None of these transactions had a material impact on the Company’s financial statements.

In connection with certain acquisitions made during 2004, the Company could be required to make additional payments of approximately $1,700 in 2006 based upon the achievement of various financial and operating targets. Any such payments will be treated as additional cost of the acquisitions. At December 30, 2005, no payments were required as the financial and operating targets had not been achieved.

Results of operations of the acquired businesses are included in the combined statements of income from the respective dates of the acquisitions. Pro forma results of the Company, assuming all acquisitions had been made at the beginning of each period presented, would not have been materially different from the results reported.

F. Long-Term Obligations

Long-term obligations consist of the following:

	Successor		Predecessor
	1 Day Ended December 31, 2005		Year Ended December 31, 2004
Capital lease obligations	$	1,022	$	742
Note payable to bank		201		329
Senior secured term loan		118,700		—
Senior subordinated notes		200,000		—
Subordinated promissory note		500		500
		320,423		1,571
Less long-term obligations due within one year		1,886		363
	$	318,537	$	1,208

In connection with the Acquisition, the Company entered into a new $193.7 million senior credit facility, of which $118.7 million was drawn at the closing of the Acquisition. The $193.7 million senior credit facility consists of a $118.7 term loan facility, a $35.0 million revolving credit facility, and a $40.0 loan facility for

F-17

SGS International, Inc. and Subsidiaries

Notes to Consolidated/Combined Financial Statements—(Continued)

One-Day Ended December 31, 2005,

Period Ended December 30, 2005, and Years Ended December 31, 2004 and 2003

(in thousands of dollars)

acquisitions. At December 31, 2005, no amounts were withdrawn on the revolving credit facility or the acquisition facility. The $118.7 million outstanding on the term loan facility is payable in quarterly increments of $0.3 million beginning on March 2006 through September 2011, with the remaining $111.9 due at maturity on December 30, 2011. The term loan facility contains restrictive covenants as stated in the credit agreement, including financial covenants and limitations on the Company’s ability to incur additional debt. At December 31, 2005, the weighted average interest rate on the term loan facility was 7.0%

Also in connection with the Acquisition, the Company issued $200.0 million of 12% senior subordinated notes. The senior subordinated notes mature on December 15, 2013 and bear interest at the rate of 12% per year, which is payable semi-annually in arrears on June 15 and December 15 of each year, beginning with the first payment due on June 15, 2006. The senior subordinated notes are general unsecured obligations and are guaranteed on a senior subordinated basis by certain of the Company’s subsidiaries and rank secondary to the Company’s senior credit facility. The senior subordinated notes contain restrictive covenants as stated in the indenture agreement, including limitations on the Company’s ability to incur additional debt.

In connection with one of the Company’s business acquisitions in 2004, the Company assumed a note payable to a bank, a subordinated promissory note, and thirteen capital lease obligations.

The capital lease obligations relate to computer graphic design and related equipment. Lease payments are due in equal monthly installments and the leases mature at various dates between June 30, 2007 and December 31, 2008. The capital lease obligations bear interest at a weighted average interest rate of 7.60% per annum.

The note payable is due in equal monthly installments through June 14, 2007 and bears interest at 6.75% per annum. The note is collateralized by certain computer graphic design equipment.

The subordinated promissory note bears interest at the LIBOR rate plus 3.5% and is payable in monthly installments from July 1, 2006 through June 1, 2009.

In connection with one of the Company’s business acquisitions in 2005, the Company assumed two capital lease obligations on equipment. Lease payments are due in equal quarterly or monthly installments and the leases mature in March 2006 and February 2007.

The amount of long-term debt, including capital lease obligations, maturing in each of the next five years is $1,886 in 2006, $1,845 in 2007, $1,470 in 2008, $1,270 in 2009 and $1,187 in 2010.

The Company’s net interest expense for the successor period is as follows:

	Successor
	1 Day Ended December 31, 2005
Composition of interest expense:
Interest on senior secured term loan	$	25
Interest on senior subordinated notes		67
Amortization of deferred financing costs		5
Interest expense, net	$	97

F-18

SGS International, Inc. and Subsidiaries

Notes to Consolidated/Combined Financial Statements—(Continued)

One-Day Ended December 31, 2005,

Period Ended December 30, 2005, and Years Ended December 31, 2004 and 2003

(in thousands of dollars)

G. Other Expense, Net

Other expense consists of the following:

	Successor		Predecessor
	1 Day Ended December 31, 2005		Period Ended December 30, 2005			Years Ended December 31,
						2004			2003
Restructuring and closure costs	$	—	$	1,563		$	—		$	—
Realized foreign exchange (gain) loss		—		(298	)		234			45
Other		—		304			(211	)		90
Total	$	—	$	1,569		$	23		$	135

H. Related Party Transactions—Predecessor

The Company buys products from and sells products to various related companies, consisting of other Alcoa subsidiaries, at negotiated prices between the two parties. Prior to the Acquisition, these transactions were recorded as related party receivables and related party payables on the combined balance sheets and as related party sales on the combined statements of income, comprehensive income and enterprise capital.

On December 30, 2005, the Company recorded a capital contribution of $35,595 for the elimination of related party receivables of $10,311 and related party payables of $45,906. On November 30, 2005, the Company recorded a capital contribution of $10,856 for the elimination of related party receivables of $84,211, related party payables of $81 and short-term borrowings with related parties of $94,986. In November 2005, the Company recorded a capital contribution of $14,434 for the elimination of short-term borrowings related to the MCG acquisition.

On February 1, 2002 the Company entered into a financing arrangement with Alcoa International Canada, Ltd., a wholly owned subsidiary of Alcoa, to loan funds to each other from time to time. The arrangement was automatically extended each year until the parties agreed otherwise, at which time, all principal and interest was to be repaid. The maximum amount of borrowings on the arrangement could not exceed 25 million Canadian Dollars at any time. The arrangement compounded interest quarterly at the three-month Canadian LIBOR rate, plus an agreed upon spread. At December 31, 2004, the Company had an outstanding receivable from Alcoa International Canada, Ltd. of $9,483. The receivable was settled in full in December 2005.

On November 1, 1996 and November 25, 1997, the Company entered into promissory notes with RMC Delaware, Inc., a wholly owned subsidiary of Alcoa, for $32,629 and $5,000, respectively. The principal was payable on demand, and the promissory notes compounded interest quarterly at the prime rate plus 1.5%. The outstanding balance on the promissory notes, including unpaid interest, was $73,141 at December 31, 2004. The interest rate on the note at December 31, 2004 was 6.75%. The promissory notes were settled in full in December 2005 through a contribution from Alcoa.

On April 7, 2000, CGA Acquisition Corp., a wholly owned subsidiary of the Company, entered into a promissory note with RMC Delaware, Inc. for $11,496. The principal was payable on demand, and the promissory note compounded interest quarterly at the prime rate plus 1.0%. The outstanding balance on the note, including unpaid interest, was $15,694 at December 31, 2004. The interest rate on the note at December 31, 2004 was 5.75%. The promissory note was settled in full in December 2005 through a contribution from Alcoa.

F-19

SGS International, Inc. and Subsidiaries

Notes to Consolidated/Combined Financial Statements—(Continued)

One-Day Ended December 31, 2005,

Period Ended December 30, 2005, and Years Ended December 31, 2004 and 2003

(in thousands of dollars)

On June 30, 2004, Mozaic Group, Ltd., a majority owned subsidiary of the Company, entered into a revolving loan agreement with Alcoa Securities Corporation for $3,100. In December 2005, Alcoa Securities Corporation assigned the note to SGS. Interest is payable quarterly at the LIBOR rate plus 3.5%. The principal on the loan is payable on March 31, 2008. The interest rate on the note was 8.03% and 6.60% at December 30, 2005 and December 31, 2004, respectively. This loan is eliminated in the presentation of the combined financial statements of the Company as of December 30, 2005.

For the years ended December 30, 2005, December 31, 2004, and 2003, the Company had sales of $5,280, $4,592, and $5,153, respectively, to Reynolds Metals Company, a wholly owned subsidiary of Alcoa. The Company had sales to other wholly owned subsidiaries of Alcoa of $118, $878, and $559, for the years ended December 30, 2005, December 31, 2004, and December 31, 2003, respectively.

The expenses allocated to the Company by Alcoa in the normal course of business consist of the following, and are reflected in cost of products sold and selling, general and administrative expenses in the combined statements of income, comprehensive income and enterprise capital:

	Predecessor
	Period Ended December 30, 2005		Years Ended December 31,
			2004		2003
Pension expense	$	2,955	$	2,284	$	2,275
Other postretirement benefit costs		392		262		226
Information technology		1,549		1,556		1,324
Insurance		302		316		294
Other services		2,508		2,960		2,231
	$	7,706	$	7,378	$	6,350

Alcoa maintains several noncontributory defined benefit pension plans that cover certain employees in the United States. Plans covering salaried employees provide pension benefits based on a formula that considers length of service and earnings during years of service. Plans covering hourly employees generally provide a specific amount of benefits for each year of service.

Alcoa also maintains postretirement benefit plans that provide certain U.S. retired employees with health care and life insurance benefits. Substantially all employees may become eligible for these benefits if they work for Alcoa until retirement age. These benefits will cease to accrue in connection the sale of the Company to SGS International, Inc. See discussion of the sale transaction in Footnote O.

The allocation of pension income and the charges for other postretirement benefit costs included in these financial statements were determined based on the number of employees participating in the various plans and average costs per employee.

Alcoa charges the Company for various other services, including financial shared services (accounts receivable, accounts payable, shared ledger, payroll, etc.), insurance, credit and collection, audit, energy management, legal, environmental health and safety, information technology and other administrative costs. These charges are allocated primarily based on headcount. Insurance costs are allocated based upon historical

F-20

SGS International, Inc. and Subsidiaries

Notes to Consolidated/Combined Financial Statements—(Continued)

One-Day Ended December 31, 2005,

Period Ended December 30, 2005, and Years Ended December 31, 2004 and 2003

(in thousands of dollars)

claims cost per person for the Company. Management believes such methods of allocation are reasonable. In addition, the Company is included in Alcoa’s U.S. consolidated tax return. As such, amounts payable or receivable for U.S. income taxes are reflected in related party payables or receivables.

I. Lease Expense

Certain buildings and office space are under operating lease agreements. Total expense for all leases was $8,358, $6,018, and $5,376 in 2005, 2004 and 2003, respectively. Under long term leases, minimum annual rentals are $5,320 in 2006, $5,095 in 2007, $3,833 in 2008, $2,654 in 2009, $1,573 in 2010, and a total of $3,064 for 2011 and thereafter.

J. Defined Contribution Plans

The Company participated in certain of Alcoa’s defined contribution plans. These plans covered substantially all employees in the U.S. and Canada. Contributions to the plans were $2,837, $2,654 and $2,424 in 2005, 2004, and 2003, respectively. In March 2006, the Company established a new 401(k) plan for its employees.

K. Income Taxes

The components of income (loss) before taxes on income were:

	Successor			Predecessor
	1 Day Ended December 31, 2005			Period Ended December 30, 2005		Years Ended December 31,
						2004		2003
U.S.	$	(131	)	$	23,398	$	30,242	$	29,433
Foreign		(7	)		9,153		3,994		3,613
	$	(139	)	$	32,551	$	34,236	$	33,046

The provision for taxes on income consisted of:

	Successor			Predecessor
	1 Day Ended December 31, 2005			Period Ended December 30, 2005			Years Ended December 31,
							2004			2003
Current
U.S. federal	$	(50	)	$	9,147		$	11,211		$	10,192
Foreign		—			3,436			2,985			2,227
State		(4	)		1,729			2,119			1,927
		(54	)		14,312			16,315			14,346
Deferred
U.S. federal		—			(1,103	)		(1,815	)		(1,011	)
Foreign		—			(243	)		(484	)		(346	)
State		—			(209	)		(343	)		(191	)
		—			(1,555	)		(2,642	)		(1,548	)
	$	(54	)	$	12,757		$	13,673		$	12,798

F-21

SGS International, Inc. and Subsidiaries

Notes to Consolidated/Combined Financial Statements—(Continued)

One-Day Ended December 31, 2005,

Period Ended December 30, 2005, and Years Ended December 31, 2004 and 2003

(in thousands of dollars)

Employee restricted stock grants in 2005 and 2004 generated tax benefits of $154 and $58, respectively.

Reconciliations of the U.S. federal statutory rate to the effective tax rates are as follows:

	Successor		Predecessor
	1 Day Ended December 31, 2005		Period Ended December 30, 2005		Years Ended December 31,
					2004		2003
U.S. federal statutory rate	35.0	%	35.0	%	35.0	%	35.0	%
State tax, net of federal benefit	3.0		3.0		3.4		3.4
Taxes on foreign income	—		—		0.4		(0.4	)
Valuation allowance	—		(0.4	)	0.4		—
Other	—		1.6		0.7		0.7
Effective tax rate	38.0	%	39.2	%	39.9	%	38.7	%

The components of net deferred tax assets and liabilities at December 31, 2005 and December 31, 2004 were as follows:

	Successor			Predecessor
	1 Day Ended December 31, 2005			Year Ended December 31, 2004
Deferred Tax Assets
Employee benefits	$	—		$	535
Loss provisions		—			396
Tax loss carry forwards		1,468			1,608
Valuation allowance		—			(198	)
	$	1,468		$	2,341
Deferred Tax Liabilities
Depreciation	$	(1,410	)	$	(40,127	)
Other		—			(71	)
	$	(1,410	)	$	(40,198	)

The deferred tax asset associated with net operating loss carryforwards expires in 2023. The reduction in deferred taxes for the one-day ended December 31, 2005 is the result of the adjustment of the tax basis of the assets acquired under 338(h)10 elections.

L. Financial Instruments

The carrying amounts of the Company’s financial instruments approximate fair value because of the short maturity of the instruments.

F-22

SGS International, Inc. and Subsidiaries

Notes to Consolidated/Combined Financial Statements—(Continued)

One-Day Ended December 31, 2005,

Period Ended December 30, 2005, and Years Ended December 31, 2004 and 2003

(in thousands of dollars)

M. Cash Flow Information

Cash payments for interest are as follows:

	Successor		Predecessor
	1 Day Ended December 31, 2005		Period Ended December 30, 2005		Years Ended December 31,
					2004		2003
Interest	$	—	$	103	$	292	$	721

Taxes were paid by Alcoa in conjunction with Alcoa’s consolidated tax returns in 2005, 2004 and 2003.

The effects of certain noncash activities for 2005 were as follows:

	Predecessor
	Period Ended December 30, 2005
Elimination of related party receivables through contributions	$	94,522
Elimination of related party payables through contributions	$	(45,987	)
Elimination of short-term borrowings with related party through contributions	$	(109,420	)
Noncash contributions	$	60,855

N. Contingencies and Commitments

Various lawsuits, claims and proceedings have been or may be instituted or asserted against entities within the Company, including those pertaining to environmental, product liability, and safety and health matters. While the amounts claimed may be substantial, the ultimate liability cannot be determined now because of the considerable uncertainties that exist. Therefore, it is possible that results of operations or liquidity in a particular period could be materially affected by certain contingencies. However, based on currently available facts, management believes that the disposition of matters that are pending or asserted will not have a materially adverse effect on the Company’s financial position, results of operations, and liquidity.

O. Supplemental Guarantor Information

As of December 31, 2005, the Company’s debt includes the senior credit facility and the 12% senior subordinated notes. The senior credit facility has been guaranteed by SGS International, Inc., Southern Graphic Systems, Inc. and Project Dove Holdco, Inc. The senior subordinated notes are general unsecured obligations and are guaranteed on a senior subordinated basis by certain of the Company s domestic and international subsidiaries and rank secondary to the Company s senior credit facility. Guarantor subsidiaries include Southern Graphic Systems, Inc. and Project Dove Holdco, Inc. as of the respective balance sheet dates. Non-Guarantor subsidiaries include the remaining direct and indirect domestic foreign subsidiaries. The subsidiary guarantors are 100% owned by the Company, the guarantees are full and unconditional, and the guarantees are joint and several.

F-23

SGS International, Inc. and Subsidiaries

Notes to Consolidated/Combined Financial Statements—(Continued)

One-Day Ended December 31, 2005,

Period Ended December 30, 2005, and Years Ended December 31, 2004 and 2003

(in thousands of dollars)

Following are condensed consolidated financial statements of the Company. The guarantor subsidiaries are presented in a combined format. There was not a parent company/subsidiary relationship under the combined Predecessor reporting. Under the Successor, investments in subsidiaries are either consolidated or accounted for under the equity method of accounting. Intercompany balances and transactions have been eliminated.

Supplemental Successor Condensed Consolidating Balance Sheet

December 31, 2005

	Parent			Combined Guarantor Subsidiaries		Combined Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets
Cash and cash equivalents (A and L)	$	2,005		$	851	$	452	$	—		$	3,308
Receivables from customers, less allowances		—			38,008		16,090		—			54,098
Related party receivables (H)		290,244			3,100		30,000		(323,344	)		—
Deferred income taxes (K)		—			—		—		—			—
Prepaid expenses and other current assets		—			6,084		2,341		—			8,425
Total current assets		292,249			48,043		48,883		(323,344	)		65,831
Investment in subsidiaries		99,500			23,001		14,800		(137,301	)		—
Properties, plants and equipment, net (A and C)		—			43,414		10,082		—			53,496
Goodwill (A and D)		5,669			114,045		39,258		—			158,972
Other intangible assets (A and D)		—			136,137		32,206		—			168,343
Deferred Financing Costs		11,185			—		—		—			11,185
Other assets		—			196		183		—			379
Total assets	$	408,603		$	364,836	$	145,412	$	(460,645	)	$	458,206
Liabilities
Current liabilities
Short-term borrowings with related parties (H)	$	—		$	—	$	—	$	—		$	—
Accounts payable, trade		—			7,773		4,728		—			12,501
Related party payables (H)		—			282,744		40,600		(323,344	)		—
Accrued compensation		—			2,621		1,062		—			3,683
Taxes, including taxes on income		(37	)		85		1,032		—			1,080
Other current liabilities		3,000			9,067		1,537		—			13,604
Long-term obligations due within one year (F and L)		987			—		899		—			1,886
Total current liabilities		3,950			302,290		49,858		(323,344	)		32,754
Noncurrent liabilities
Long-term obligations (F and L)		297,713			—		20,824		—			318,537
Non current liabilities		—			—		—		—			—
Deferred income taxes (K)		—			—		—		—			—
Total noncurrent liabilities		297,713			—		20,824		—			318,537
Total liabilities		301,663			302,290		70,682		(323,344	)		351,291
Minority interest		—			—		—		—			—
Contingencies and commitments (N)
Stockholder’s equity		106,940			62,546		74,730		(137,301	)		106,915
Total liabilities and stockholders’ equity	$	408,603		$	364,836	$	145,412	$	(460,645	)	$	458,206

F-24

SGS International, Inc. and Subsidiaries

Notes to Consolidated/Combined Financial Statements—(Continued)

One-Day Ended December 31, 2005,

Period Ended December 30, 2005, and Years Ended December 31, 2004 and 2003

(in thousands of dollars)

Supplemental Predecessor Condensed Combining Balance Sheet

December 31, 2004

	Parent		Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries		Eliminations			Combined
Assets
Current assets
Cash and cash equivalents (A and L)	$	—	$	—		$	828	$	—		$	828
Receivables from customers, less allowances		—		36,543			8,378		—			44,921
Related party receivables (H)		—		57,601			10,229		(69	)		67,761
Deferred income taxes (K)		—		(783	)		1,569		—			786
Prepaid expenses and other current assets		—		6,633			1,511		—			8,144
Total current assets		—		99,994			22,515		(69	)		122,440
Investment in subsidiaries		—		—			—		—			—
Properties, plants and equipment, net (A and C)		—		34,655			9,985		—			44,640
Goodwill (A and D)		—		48,067			5,926		—			53,993
Other intangible assets (A and D)		—		90,458			17,135		—			107,593
Deferred Financing Costs		—		—			—		—			—
Other assets		—		449			86		—			535
Total assets	$	—	$	273,623		$	55,647	$	(69	)	$	329,201
Liabilities
Current liabilities
Short-term borrowings with related parties (H)	$	—	$	89,055		$	2,880	$	—		$	91,935
Accounts payable, trade		—		7,298			1,921		—			9,219
Related party payables (H)		—		34,717			40		(69	)		34,688
Accrued compensation		—		5,943			1,327		—			7,270
Taxes, including taxes on income		—		556			526		—			1,082
Other current liabilities		—		3,349			1,382		—			4,731
Long-term obligations due within one year (F and L)		—		—			363		—			363
Total current liabilities		—		140,918			8,439		(69	)		149,288
Long-term obligations (F and L)		—		—			1,208		—			1,208
Non current liabilities		—		223			—		—			223
Deferred income taxes (K)		—		37,850			793		—			38,643
Total noncurrent liabilities		—		38,073			2,001		—			40,074
Total liabilities		—		178,991			10,440		(69	)		189,362
Minority interest		—		—			—		—			—
Contingencies and commitments (N)
Enterprise capital		—		94,632			45,207		—			139,839
Total liabilities and enterprise capital	$	—	$	273,623		$	55,647	$	(69	)	$	329,201

F-25

SGS International, Inc. and Subsidiaries

Notes to Consolidated/Combined Financial Statements—(Continued)

One-Day Ended December 31, 2005,

Period Ended December 30, 2005, and Years Ended December 31, 2004 and 2003

(in thousands of dollars)

Condensed Successor Consolidating Statements of Income

For the One-Day Ended December 31, 2005

	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations		Consolidated
Revenues (A)
Sales	$	—		$	—		$	—		$	—	$	—
Sales to related parties (H)		—			—			—			—		—
		—			—			—			—		—
Cost of goods sold		—			—			—			—		—
Selling, general and administrative expenses		—			—			—			—		—
Provision for depreciation		—			16			4			—		20
Provision for amortization		5			19			3			—		27
Interest expense		92			—			—			—		92
Equity in net loss of subsidiaries		26			—			—			26		—
Other expense, net (C)		—			—			—			—		—
		123			35			7			—		139
Income (loss) before income taxes		(123	)		(35	)		(7	)		26		(139	)
Benefit for taxes on income (K)		(38	)		(15	)		(1	)		—		(54	)
Net income	$	(85	)	$	(20	)	$	(6	)	$	26	$	(85	)

Supplemental Predecessor Condensed Combining Statements of Income

For the Period Ended December 30, 2005

	Parent		Combined Guarantor Subsidiaries		Combined Non- Guarantor Subsidiaries			Eliminations			Combined
Revenues (A)
Sales	$	—	$	211,524	$	55,845		$	—		$	267,369
Sales to related parties (H)		—		9,035		2,382			(6,019	)		5,398
		—		220,559		58,227			(6,019	)		272,767
Costs and expenses
Cost of goods sold		—		146,395		40,167			(6,019	)		180,543
Selling, general and administrative expenses		—		29,320		5,249			—			34,569
Depreciation		—		5,766		2,102			—			7,868
Amortization		—		7,909		1,113			—			9,022
Related party interest expense		—		6,767		(122	)		—			6,645
Interest expense		—		—		—			—			—
Other expense, net (G)		—		1,312		257			—			1,569
		—		197,469		48,766			(6,019	)		240,216
Income (loss) before income taxes		—		23,090		9,461			—			32,551
Provision for taxes on income (K)		—		9,171		3,586			—			12,757
Net income	$	—	$	13,919	$	5,875		$	—		$	19,794

F-26

SGS International, Inc. and Subsidiaries

Notes to Consolidated/Combined Financial Statements—(Continued)

One-Day Ended December 31, 2005,

Period Ended December 30, 2005, and Years Ended December 31, 2004 and 2003

(in thousands of dollars)

Supplemental Predecessor Condensed Combining Statements of Income

For the Year Ended December 31, 2004

	Parent		Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries		Eliminations			Combined
Revenues (A)
Sales	$	—	$	199,260		$	41,769	$	—		$	241,029
Sales to related parties (H)		—		6,199			750		(1,479	)		5,470
		—		205,459			42,519		(1,479	)		246,499
Costs and expenses
Cost of goods sold		—		133,688			27,813		(1,479	)		160,022
Selling, general and administrative expenses		—		26,999			5,117		—			32,116
Depreciation		—		5,573			1,350		—			6,923
Amortization		—		6,980			1,280		—			8,260
Related party interest expense		—		4,786			133		—			4,919
Interest Expense		—		—			—		—			—
Other expense, net (G)		—		(701	)		724		—			23
		—		177,325			36,417		(1,479	)		212,263
Income (loss) before income taxes		—		28,134			6,102		—			34,236
Provision for taxes on income (K)		—		11,166			2,507		—			13,673
Net income	$	—	$	16,968		$	3,595	$	—		$	20,563

F-27

SGS International, Inc. and Subsidiaries

Notes to Consolidated/Combined Financial Statements—(Continued)

One-Day Ended December 31, 2005,

Period Ended December 30, 2005, and Years Ended December 31, 2004 and 2003

(in thousands of dollars)

Supplemental Predecessor Condensed Combining Statements of Income

For the Year Ended December 31, 2003

	Parent		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Combined
Revenues (A)
Sales	$	—	$	190,570	$	30,103	$	—		$	220,673
Sales to related parties (H)		—		8,576		572		(3,436	)		5,712
		—		199,146		30,675		(3,436	)		226,385
Costs and expenses
Cost of goods sold		—		127,699		19,342		(3,436	)		143,605
Selling, general and administrative expenses		—		26,793		3,111		—			29,904
Depreciation		—		5,707		1,407		—			7,114
Amortization		—		6,993		992		—			7,985
Related party interest expense		—		4,596		—		—			4,596
Interest expense		—		—		—		—			—
Other expense, net (G)		—		79		56		—			135
		—		171,867		24,908		(3,436	)		193,339
Income (loss) before income taxes		—		27,279		5,767		—			33,046
Provision for taxes on income (K)		—		10,644		2,154		—			12,798
Net income	$	—	$	16,635	$	3,613	$	—		$	20,248

F-28

SGS International, Inc. and Subsidiaries

Notes to Consolidated/Combined Financial Statements—(Continued)

One-Day Ended December 31, 2005,

Period Ended December 30, 2005, and Years Ended December 31, 2004 and 2003

(in thousands of dollars)

Supplemental Successor Condensed Combining Statements of Cash Flows

For the One-Day Ended December 31, 2005

	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations		Consolidated
Cash from operations	$	—		$	851	$	—	$	—	$	851
Financing activities:
Common stock issuance		107,000			—		—		—		107,000
Borrowings on senior secured credit facility		118,700			—		—		—		118,700
Proceeds from senior subordinated notes		200,000			—		—		—		200,000
Deferred financing fees		(11,190	)		—		—		—		(11,190	)
Payments on long-term debt		—			—		—		—		—
Cash from (used for) financing activities		414,510			—		—		—		414,510
Investing activities:
Acquisition of SGS International, Inc.		(412,505	)		—		—		—		(412,505	)
Cash used for investing activities		(412,505	)		—		—		—		(412,505	)
Effect of exchange rate changes on cash		—			—		—		—		—
Net change in cash and cash equivalents		2,005			851		—		—		2,856
Cash and cash equivalents at beginning of period							452				452
Cash and cash equivalents at end of period	$	2,005		$	851	$	452	$	—	$	3,308

F-29

SGS International, Inc. and Subsidiaries

Notes to Consolidated/Combined Financial Statements—(Continued)

One-Day Ended December 31, 2005,

Period Ended December 30, 2005, and Years Ended December 31, 2004 and 2003

(in thousands of dollars)

Supplemental Predecessor Condensed Combining Statements of Cash Flows

For the Year Ended December 30, 2005

	Parent		Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations		Combined
Cash from operations	$	—	$	11,440		$	3,106		$	—	$	14,546
Financing activities:
Net changes in short-term borrowings		—		3,173			14,312			—		17,485
Contributions of minority interest holder		—		221			—			—		221
Payments on long-term debt		—		(342	)		—			—		(342	)
Cash from (used for) financing activities		—		3,052			14,312			—		17,364
Investing activities:
Capital expenditures		—		(13,284	)		(657	)		—		(13,941	)
Proceeds from sale of assets		—		570			—			—		570
Business acquisitions, net of cash acquired		—		—			(15,446	)		—		(15,446	)
Cash used for investing activities		—		(12,714	)		(16,103	)		—		(28,817	)
Effect of exchange rate changes on cash		—		—			(49	)		—		(49	)
Net change in cash and cash equivalents		—		1,778			1,266			—		3,044
Cash and cash equivalents at beginning of period		—		—			828			—		828
Cash and cash equivalents at end of period	$	—	$	1,778		$	2,094		$	—	$	3,872

F-30

SGS International, Inc. and Subsidiaries

Notes to Consolidated/Combined Financial Statements—(Continued)

One-Day Ended December 31, 2005,

Period Ended December 30, 2005, and Years Ended December 31, 2004 and 2003

(in thousands of dollars)

Supplemental Predecessor Condensed Combining Statements of Cash Flows

For the Year Ended December 31, 2004

	Parent		Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations		Combined
Cash from operations	$	—	$	14,298		$	653		$	—	$	14,951
Financing activities:
Net changes in short-term borrowings		—		4,657			3,326			—		7,983
Payments on long-term debt		—		—			(2,819	)		—		(2,819	)
Cash from (used for) financing activities		—		4,657			507			—		5,164
Investing activities:
Capital expenditures		—		(4,247	)		(1,325	)		—		(5,572	)
Business acquisitions, net of cash acquired		—		(13,756	)		—			—		(13,756	)
Cash used for investing activities		—		(18,003	)		(1,325	)		—		(19,328	)
Effect of exchange rate changes on cash		—		—			37			—		37
Net change in cash and cash equivalents		—		952			(128	)		—		824
Cash and cash equivalents at beginning of period		—		(952	)		956			—		4
Cash and cash equivalents at end of period	$	—	$	—		$	828		$	—	$	828

F-31

SGS International, Inc. and Subsidiaries

Notes to Consolidated/Combined Financial Statements—(Continued)

One-Day Ended December 31, 2005,

Period Ended December 30, 2005, and Years Ended December 31, 2004 and 2003

(in thousands of dollars)

Supplemental Predecessor Condensed Combining Statements of Cash Flows

For the Year Ended December 31, 2003

	Parent		Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations		Combined
Cash from operations	$	—	$	21,498		$	6,177		$	—	$	27,675
Financing activities:
Net changes in short-term borrowings		—		4,592			(1,763	)		—		2,829
Cash dividends		—		(20,261	)		—			—		(20,261	)
Cash from (used for) financing activities		—		(15,669	)		(1,763	)		—		(17,432	)
Investing activities:
Capital expenditures		—		(5,051	)		(535	)		—		(5,586	)
Business acquisitions, net of cash acquired		—		(1,740	)		(3,534	)		—		(5,274	)
Cash used for investing activities		—		(6,791	)		(4,069	)		—		(10,860	)
Effect of exchange rate changes on cash		—		—			372			—		372
Net change in cash and cash equivalents		—		(962	)		717			—		(245	)
Cash and cash equivalents at beginning of period		—		10			239			—		249
Cash and cash equivalents at end of period	$	—	$	(952	)	$	956		$	—	$	4

F-32

SGS INTERNATIONAL, INC.

OFFER TO EXCHANGE

$200,000,000 12% Senior Subordinated Notes due 2013 and related Guarantees for all outstanding 12% Senior Subordinated Notes due 2013

Prospectus

                    , 2006

INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Our Articles of Incorporation and Bylaws contain provisions for indemnification of its directors and officers. The Articles of Incorporation provide that directors are entitled to all limitations on liability available under Delaware law and are not liable to us or our stockholders for breaches of fiduciary duty except for any breach of the director’s duty of loyalty, for acts or omissions by a director that are not in good faith or which involve intentional misconduct or a knowing violation of law, for breaches where indemnity would not be permitted by Section 174 of the Delaware General Corporation Law, or for any transaction from which the director derived an improper personal benefit. The Bylaws provide that directors and officers have the right to indemnification unless such indemnification is prohibited by law. Indemnification would cover expenses (including attorneys’ fees), liability and loss actually and reasonably incurred.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The following Report of Independent Registered Public Accounting Firm and financial statement schedules are included in this Registration Statement:

Reports of Independent Registered Public Accounting Firm on a Financial Statement Schedule

Schedule II—Valuation and Qualifying Accounts

All other schedules have been omitted because they are inapplicable, or not required, or the information is included in the financial statements or footnotes.

The following Exhibits are filed as part of this report:

EXHIBIT NUMBER	DESCRIPTION
3.	CERTIFICATE OF INCORPORATION AND BY-LAWS
3.1	Certificate of Incorporation of SGS International, Inc. filed with the Secretary of State of the State of Delaware on November 8, 2005.
3.2	By-Laws of SGS International, Inc. adopted on November 8, 2005.
4.	INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
4.1	Certificate of Incorporation. See Exhibit 3.1
4.2	By-laws. See Exhibit 3.2
4.3	Indenture dated as of December 30, 2005, by and between SGS International, Inc., Southern Graphic Systems, Inc. and Wells Fargo Bank National Association, as trustee, relating to the 12% Senior Subordinated Notes due 2013
4.4	Form of Global 12% Notes due 2013 (included in Exhibit 4.1)
4.5	Form of Regulation S Temporary Global 12% Notes due 2013 (included in Exhibit 4.1)
4.6	Supplemental Indenture, dated April 25, 2006, by and among SGS International, Inc., Southern Graphic Systems, Inc., Project Dove Holdco, Inc. and Wells Fargo Bank, N.A., as trustee
4.7	Registration Rights Agreement, dated as of December 30, 2005, by and between SGS International, Inc., certain of its subsidiaries as Guarantors, and UBS Securities LLC and Lehman Brothers Inc. as Initial Purchasers

II-1

EXHIBIT NUMBER	DESCRIPTION
5.	OPINION RE LEGALITY
5.1	Opinion of Dechert LLP as to the legality of the securities to be issued in the Exchange Offer subject to this Registration Statement
9.	VOTING TRUST AGREEMENTS
9.1	Stockholder Agreement, dated as of December 30, 2005, among Southern Graphics Inc. (the Registrant’s parent) and the parties referred to therein
10.	MATERIAL CONTRACTS
10.1	Acquisition Agreement dated as of November 11, 2005, by and among SGS International, Inc., RMC Delaware, Inc., Southern Graphic Systems-Canada, Ltd., and Alcoa UK Holdings Limited
10.2	First Amendment to the Acquisition Agreement dated as of December 30, 2005, by and among SGS International, Inc., Project Dove Holdco, Inc., Southern Graphics Systems-Canada, Co. SGS-UK Holdings Limited, RMC Delaware, Inc., Southern Graphic Systems-Canada, Ltd., and Alcoa UK Holdings Limited.
10.3	Transition Services Agreement dated as of December 31, 2005, by and between Alcoa Inc. and SGS International, Inc.
10.4	Indenture. See Exhibit 4.3.
10.5	Supplemental Indenture. See Exhibit 4.6.
10.6	Registration Rights Agreement. See Exhibit 4.8.
10.7	Credit Agreement, dated as of December 30, 2005, among SGS International, Inc. and Southern Graphic Systems—Canada, Co., as borrowers, certain of the Registrant’s subsidiaries, as guarantors, UBS Securities LLC and Lehman Brothers Inc., as joint arrangers and joint bookmanagers, UBS AG, Stamford Branch, as issuing bank, US administrative agent, US collateral agent and Canadian collateral agent, Lehman Brothers Inc., as syndication agent, CIT Lending Services Corporation, as documentation agent, National City Bank, as Canadian administrative agent, UBS Loan Finance LLC, as swingline lender, and the lenders referred to therein.
10.8	First Amendment to Credit Agreement by and among SGS International, Inc. and Southern Graphic Systems—Canada, Co., as borrowers, certain affiliates of the borrowers, as guarantors, and the lenders party to the Credit Agreement as described therein.
10.9	Security Agreement, dated as of December 30, 2005, by SGS International, Inc., as borrower, certain of SGS International, Inc.’s subsidiaries, as guarantors, and UBS AG, Stamford Branch, as US collateral agent
10.10	Canadian Security Agreement, dated as of December 30, 2005, by certain of the SGS International, Inc.’s subsidiaries, as pledgors, and UBS AG, Stamford Branch, as Canadian collateral agent
10.11	Debenture dated as of December 30, 2005, from SGS-UK Holdings Limited and others, as chargors, in favour of UBS AG, Stamford Branch, as Canadian collateral agent
10.12*	Employment Agreement, dated December 30, 2005, between SGS International, Inc. and Henry R. Baughman
10.13*	Amendment, dated as of January 15, 2006, to Employment Agreement dated December 30, 2005 between SGS International, Inc. and Henry R. Baughman.

II-2

EXHIBIT NUMBER	DESCRIPTION
10.14*	Supplemental Pension Agreement, dated as of April 6, 1999 between Southern Graphic Systems, Inc. and Henry R. Baughman.
10.15*	Employment Agreement, dated December 30, 2005, between SGS International, Inc. and Luca C. Naccarato.
10.16*	Amendment, dated as of January 15, 2006, to Employment Agreement dated December 30, 2005 between SGS International, Inc. and Luca C. Naccarato.
10.17*	Agreement, dated as of June 23, 2003, regarding reimbursement of educational expenses between SGS International, Inc. and Luca C. Naccarato.
10.18	Loan Agreement dated June 30, 2004 between Southern Graphic Systems, Inc. (as assignee of Alcoa Securities Corporation) and Mozaic Group Ltd.
10.19	First Amendment to Loan Agreement dated September 14, 2004 between Southern Graphic Systems, Inc. (as assignee of Alcoa Securities Corporation) and Mozaic Group Ltd.
10.20	Second Amendment to Loan Agreement dated August 18, 2005 between Southern Graphic Systems, Inc. (as assignee of Alcoa Securities Corporation) and Mozaic Group Ltd.
10.21	Promissory Note for $3,100,000, dated June 30, 2004 from Mozaic Group Ltd. to Alcoa Securities Corporation and assigned to Southern Graphic Systems, Inc. as of December 30, 2005.
10.22*	Employment Agreement, dated January 27, 2006, between SGS International, Inc. and Benjamin F. Harmon, IV.
10.23	Amended and Restated Shareholders’ Agreement, dated June 30, 2004, by and among Mozaic Group Ltd., Southern Graphic Systems, Inc., and all minority shareholders.
10.24	First Amendment to the Amended and Restated Shareholders’ Agreement, dated August 18, 2005, by and among Mozaic Group Ltd., Southern Graphic Systems, Inc., and all minority shareholders.
10.25	Second Amendment to the Amended and Restated Shareholders’ Agreement, dated September 27, 2005, by and among Mozaic Group Ltd., Southern Graphic Systems, Inc., and all minority shareholders.
10.26	Stock Purchase Agreement, dated June 30, 2004, by and among Southern Graphic Systems, Inc., Mozaic Group Ltd., and Mary Ann Gibson.
10.27	First Amendment to the Stock Purchase Agreement, dated August 18, 2005, by and among Southern Graphic Systems, Inc., Mozaic Group Ltd., and Mary Ann Gibson.
10.28	Stock Purchase Agreement, dated November 4, 2005, by and among Omnipack PLC, SGS-UK Limited, and Daniel M. Bejarano.
10.29	Advisory Agreement between SGS International, Inc. and CVC Management LLC dated December 30, 2005.
10.30	Deed of Lease dated as of April 2005 between 5301 Lewis Road, L.L.C. and Southern Graphic Systems, Inc.
10.31*	Stockholder Agreement. See Exhibit 9.1.
10.32*	Employment Agreement, dated as of April 10, 2006, between SGS International, Inc. and James M. Dahmus.
10.33	Third Amendment to Loan Agreement, dated April 28, 2006 between Southern Graphic Systems, Inc. (as assignee of Alcoa Securities Corporation) and Mozaic Group Ltd.

II-3

EXHIBIT NUMBER	DESCRIPTION
12.	RATIO OF EARNINGS TO FIXED CHARGES
12.1	Statement regarding the computation of ratio of earnings to fixed charges for the Company
21.	SUBSIDIARIES
21.1	Subsidiaries of SGS International, Inc.
23.	CONSENTS OF EXPERTS AND COUNSEL
23.1	Consent of Dechert LLP. (Included as part of Exhibit 5.1)
23.2	Consent of PricewaterhouseCoopers LLP.
23.3	Consent of PricewaterhouseCoopers LLP.
24.	POWERS OF ATTORNEY
24.1	Powers of Attorney for SGS International, Inc.
24.2	Powers of Attorney for Southern Graphic Systems, Inc.
25.	STATEMENT OF ELIGIBILITY OF TRUSTEE
25.1	Statement of Eligibility of Wells Fargo Bank, N.A. as Trustee under the Indenture on Form T-1 under the Trust Indenture Act of 1939, as amended.
99.	ADDITIONAL EXHIBITS
99.1	Form of Letter of Transmittal
99.2	Form of Notice of Guaranteed Delivery
99.3	Form of Letter to the holders of SGS International, Inc.’s 12% Senior Subordinated Notes due 2013
99.4	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
99.5	Form of Letter to Clients
99.6	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9

* Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K.

II-4

Report of Independent Registered Public Accounting Firm

on

Financial Statement Schedule

To the Shareholder

of Southern Graphic Systems:

Our audits of the combined financial statements referred to in our report dated March 28, 2006, except for Note O for which the date is May 1, 2006, appearing in this Prospectus of SGS International, Inc. also include an audit of the financial statement schedule appearing in this Prospectus. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related combined financial statements.

/s/  PricewaterhouseCoopers LLP

March 28, 2006

Except for Note O, for which the date is May 1, 2006

Pittsburgh, Pennsylvania

II-5

Report of Independent Registered Public Accounting Firm

on

Financial Statement Schedule

To the Stockholder and Board of Directors

of SGS International, Inc.:

Our audit of the consolidated financial statements referred to in our report dated May 1, 2006 appearing in this Prospectus of SGS International, Inc. also include an audit of the financial statement schedule appearing in this Prospectus. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

/s/  PricewaterhouseCoopers LLP

May 1, 2006

Pittsburgh, Pennsylvania

II-6

Schedule II—Valuation and Qualifying Accounts

		BALANCE AT BEGINNING OF PERIOD		ADDITIONS CHARGED TO EXPENSE		OTHER CHARGES			BALANCE AT END OF PERIOD
		(IN THOUSANDS)
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Predecessor	Twelve months ended December 31, 2003	$	1,660	$	1,984	$	(2,756	)	$	888
	Twelve months ended December 31, 2004		888		1,428		(1,225	)		1,091
	Period ended December 30, 2005		1,091		1,638		(1,367	)		1,362
Successor	1 day ended December 31, 2005	$	1,362	$	—	$	—		$	1,362
DEFERRED TAX VALUATION ALLOWANCE
Predecessor	Twelve months ended December 31, 2003	$	—	$	—	$	—		$	—
	Twelve months ended December 31, 2004		—		—		—			198
	Twelve months ended December 31, 2005		198		—		(140	)		58
Successor	1 day ended December 31, 2005	$	—	$	—	$	—		$	—

II-7

UNDERTAKINGS.

(a) The undersigned hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to

II-8

deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

(e) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(f) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-9

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 4, 2006	SGS INTERNATIONAL, INC.
	By:	/s/    HENRY R. BAUGHMAN
	Name:	Henry R. Baughman
	Title:	President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/    HENRY R. BAUGHMAN         Henry R. Baughman	President and Chief Executive Officer, and Director (Principal Executive Officer)	May 4, 2006
/s/    JAMES M. DAHMUS         James M. Dahmus	Chief Financial Officer (Principal Financial Officer)	May 4, 2006
/s/    THOMAS HUGHES         Thomas Hughes	Vice President, Treasurer and Controller (Principal Accounting Officer)	May 4, 2006
* Joseph M. Silvestri	Director	May 4, 2006
* John P. Civantos	Director	May 4, 2006
* Thomas L. Hammond	Director	May 4, 2006
* Richard Leong	Director	May 4, 2006

*By: /s/    BENJAMIN F. HARMON, IV         Benjamin F. Harmon, IV Attorney-in-Fact May 4, 2006

II-10

Date: May 4, 2006	SOUTHERN GRAPHIC SYSTEMS, INC.
	By:	/s/    HENRY R. BAUGHMAN
	Name:	Henry R. Baughman
	Title:	President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/    HENRY R. BAUGHMAN         Henry R. Baughman	President and Chief Executive Officer, and Director (Principal Executive Officer)	May 4, 2006
/s/    JAMES M. DAHMUS         James M. Dahmus	Chief Financial Officer (Principal Financial Officer)	May 4, 2006
/s/    THOMAS HUGHES         Thomas Hughes	Vice President, Treasurer and Controller (Principal Accounting Officer)	May 4, 2006
* Joseph M. Silvestri	Director	May 4, 2006
* John P. Civantos	Director	May 4, 2006
* Thomas L. Hammond	Director	May 4, 2006
* Richard Leong	Director	May 4, 2006

*By: /s/    BENJAMIN F. HARMON, IV         Benjamin F. Harmon, IV Attorney-in-Fact May 4, 2006

II-11

Date: May 4, 2006	PROJECT DOVE HOLDCO, INC.
	By:	/s/    LUCA C. NACCARATO
	Name:	Luca C. Naccarato
	Title:	President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/    LUCA C. NACCARATO         Luca C. Naccarato	President (Principal Executive Officer)	May 4, 2006
/s/    JAMES M. DAHMUS         James M. Dahmus	Chief Financial Officer (Principal Accounting Officer)	May 4, 2006
/s/    THOMAS HUGHES         Thomas Hughes	Vice President, Treasurer, Controller and Director (Principal Accounting Officer)	May 4, 2006
/s/    BENJAMIN F. HARMON, IV         Benjamin F. Harmon, IV	Director	May 4, 2006
/s/    HENRY R. BAUGHMAN         Henry R. Baughman	Director	May 4, 2006

II-12

EX-3.1

Exhibit 3.1

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “SGS INTERNATIONAL, INC”, FILED IN THIS OFFICE ON THE EIGHTH DAY OF NOVEMBER, A.D. 2005, AT 12:59 O’CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

PAGE     1

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:13 PM 11/08/2005

FILED 12:59 PM 11/08/2005

SRV 050911096 – 4056313 FILE

CERTIFICATE OF INCORPORATION

OF

SGS INTERNATIONAL INC.

1. Name. The name of the Corporation is SGS International, Inc.

2. Registered Office and Agent. The address of the Corporation’s registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, DE 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

3. Purpose. The purposes for which the Corporation is formed are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware and to possess and exercise all of the powers and privileges granted by such law and any other law of Delaware.

4. Authorized Capital. The aggregate number of shares of stock which the Corporation shall have authority to issue is One Thousand (1,000) shares, all of which are of one class and are designated as Common Stock and each of which has a par value of $0.01 per share.

5. Incorporator. The name and mailing address of the incorporator are Marian T. Ryan, Dechert LLP, Cira Centre, 2929 Arch Street, Philadelphia, PA 19104-2808.

6. Bylaws. The board of directors of the Corporation is authorized to adopt, amend or repeal the bylaws of the Corporation, except as otherwise specifically provided therein.

7. Elections of Directors. Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

8. Right to Amend. The Corporation reserves the right to amend any provision contained in this Certificate as the same may from time to time be in effect in the manner now or hereafter prescribed by law, and all rights conferred on stockholders or others hereunder are subject to such reservation

9. Limitation on Liability. The directors of the Corporation shall be entitled to the benefits of all limitations on the liability of directors generally that arc now or hereafter become available under the General Corporation Law of Delaware. Without limiting the generality of the foregoing, no director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for

acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Section 9 shall be prospective only, and shall not affect, to the detriment of any director, any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

10. Miscellaneous. The Corporation elects not to be governed by Section 203 of the Delaware General Corporation Law.

Dated: November 8, 2005

/S/ Marian T. Ryan

Marian T. Ryan, Incorporator

- 2 -

EX-3.2

Exhibit 3.2

BYLAWS

OF

SGS INTERNATIONAL, INC.

ARTICLE I

STOCKHOLDERS

1.1 Meetings.

1.1.1 Place. Meetings of the stockholders shall be held at such place as may be designated by the board of directors.

1.1.2 Annual Meeting. An annual meeting of the stockholders for the election of directors and for other business shall be held on such date and at such time as may be fixed by the board of directors. -

1.13 Special Meetings. Special meetings of the stockholders may be called at any time by the president, or the board of directors, or the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meeting.

1.1.4 Quorum. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of stock of the Company entitled to vote on a particular matter shall constitute a quorum for the purpose of considering such matter.

1.1.5 Voting Rights. Except as otherwise provided herein, in the certificate of incorporation or by law, every stockholder shall have the right at every meeting of stockholders to one vote for every share standing in the name of such stockholder on the books of the Company which is entitled to vote at such meeting. Every stockholder may vote either in person or by proxy.

ARTICLE II

DIRECTORS

2.1 Number and Term. The board of directors shall have authority to (i) determine the number of directors to constitute the board and (ii) fix the terms of office of the directors.

2.2 Meetings.

2.2.1 Place. Meetings of the board of directors shall be held at such place as may be designated by the board or in the notice of the meeting.

2.2.2 Regular Meetings. Regular meetings of the board of directors shall be held at such times as the board may designate. Notice of regular meetings need not be given.

2.23 Special Meetings. Special meetings of the board may be called by direction of the president or any two members of the board on three days’ notice to each director, either personally or by mail, telegram or facsimile transmission.

2.2.4 Quorum. A majority of all the directors in office shall constitute a quorum for the transaction of business at any meeting.

2.2.5 Voting. Except as otherwise provided herein, in the certificate of incorporation or by law, the vote of a majority of the directors present at any meeting at which a quorum is present shall constitute the act of the board of directors.

2.2.6 Committees. The board of directors may, by resolution adopted by a majority of the whole board, designate one or more committees, each committee to consist of one or more directors and such alternate members (also directors) as may be designated by the board. Unless otherwise provided herein, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. Except as otherwise provided herein, in the certificate of incorporation or by law, any such committee shall have and may exercise the powers of the full board of directors to the extent provided in the resolution of the board directing the committee.

- 2 -

ARTICLE III

OFFICERS

3.1 Election. At its first meeting after each annual meeting of the stockholders, the board of directors shall elect a president, a Chief Executive Officer, a secretary and such other officers as it deems advisable.

3.2 Authority, Duties and Compensation. The officers shall have such authority, perform such duties and serve for such compensation as may be determined by resolution of the board of directors. Except as otherwise provided by board resolution, (i) the president shall be the chief executive officer of the Company, shall have general supervision over the business and operations of the Company, may perform any act and execute any instrument for the conduct of such business and operations and shall preside at all meetings of the board and stockholders, (ii) the other officers shall have the duties customarily related to their respective offices, and (iii) any vice president, or vice presidents in the order determined by the board, shall in the absence of the president have the authority and perform the duties of the president.

ARTICLE IV

INDEMNIFICATION

4.1 Right to Indemnification. The Company shall indemnify any person who was or is party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that such person is or was a director or officer of the Company or a constituent corporation absorbed in a consolidation or merger, or is or was serving at the request of the Company or a constituent corporation absorbed in a consolidation or merger, as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or is or was a director or officer of the Company serving at its request as an administrator, trustee or other fiduciary of one or more of the employee benefit plans of the Company or other enterprise, against expenses (including attorneys’ fees), liability and loss actually and reasonably incurred or suffered by such person in connection with such proceeding, whether or not the indemnified liability arises or arose from any threatened, pending or completed proceeding by or in the right of the Company, except to the extent that such indemnification is prohibited by applicable law.

4.2 Advance of Expenses. Expenses incurred by a director or officer of the Company in defending a proceeding shall be paid by the Company in advance of the final disposition of such proceeding subject to the provisions of any applicable statute.

- 3 -

4.3 Procedure for Determining Permissibility. To determine whether any indemnification or advance of expenses under this Article JV is permissible, the board of directors by a majority vote of a quorum consisting of directors not parties to such proceeding may, and on request of any person seeking indemnification or advance of expenses shall be required to, determine in each case whether the applicable standards in any applicable statute have been met, or such determination shall be made by independent legal counsel if such quorum is not obtainable, or, even if obtainable, a majority vote of a quorum of disinterested directors so directs, provided that, if there has been a change in control of the Company between the time of the action or failure to act giving rise to the claim for indemnification or advance of expenses and the time such claim is made, at the option of the person seeking indemnification or advance of expenses, the permissibility of indemnification or advance of expenses shall be determined by independent legal counsel. The reasonable expenses of any director or officer in prosecuting a successful claim for indemnification, and the fees and expenses of any special legal counsel engaged to determine permissibility of indemnification or advance of expenses, shall be borne by the Company.

4.4 Contractual Obligation. The obligations of the Company to indemnify a director or officer under this Article JV, including the duty to advance expenses, shall be considered a contract between the Company and such director or officer, and no modification or repeal of any provision of this Article IV shall affect, to the detriment of the director or officer, such obligations of the Company in connection with a claim based on any act or failure to act occurring before such modification or repeal.

4.5 Indemnification Not Exclusive; Inuring of Benefit. The indemnification and advance of expenses provided by this Article IV shall not be deemed exclusive of any other right to which one indemnified may be entitled under any statute, provision of the Certificate of Incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs, executors and administrators of any such person.

4.6 Insurance and Other Indemnification. The board of directors shall have the power to (i) authorize the Company to purchase and maintain, at the Company’s expense, insurance on behalf of the Company and on behalf of others to the extent that power to do so has not been prohibited by statute, (ii) create any fund of any nature, whether or not under the control of a trustee, or otherwise secure any of its indemnification obligations, and (iii) give other indemnification to the extent permitted by statute.

- 4 -

ARTICLE V

TRANSFER OF SHARE CERTIFICATES

Transfers of share certificates and the shares represented thereby shall be made on the books of the Company only by the registered holder or by duly authorized attorney. Transfers shall be made only on surrender of the share certificate or certificates.

ARTICLE VI

AMENDMENTS

These bylaws may be amended or repealed at any regular or special meeting of the board of directors by vote of a majority of all directors in office or at any annual or special meeting of stockholders by vote of holders of a majority of the outstanding stock entitled to vote. Notice of any such annual or special meeting of stockholders shall set forth the proposed change or a summary thereof. .

- 5 -

EX-4.3

Exhibit 4.3

Execution Copy

SGS INTERNATIONAL, INC.

AND EACH OF THE GUARANTORS PARTY HERETO

12% SENIOR SUBORDINATED NOTES DUE 2013

INDENTURE

Dated as of December 30, 2005

Wells Fargo Bank, National Association

Trustee

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.05
(b)	13.03
(c)	13.03
313(a)	7.06
(b)(1)	N.A.
(b)(2)	7.06; 7.07
(c)	7.06; 13.02
(d)	7.06
314(a)	4.03; 13.02; 13.05
(b)	N.A.
(c)(1)	13.04
(c)(2)	13.04
(c)(3)	N.A.
(d)	N.A.
(e)	13.05
(f)	N.A.
315(a)	7.01
(b)	7.05; 13.02
(c)	7.01
(d)	7.01
(e)	6.11
316(a) (last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
(c)	2.12
317(a)(1)	6.08
(a)(2)	6.09
(b)	2.04
318(a)	13.01
(b)	N.A.
(c)	13.01

N.A. means not applicable.

* This Cross Reference Table is not part of the Indenture.

TABLE OF CONTENTS

		Page
	ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01	Definitions	1
Section 1.02	Other Definitions	22
Section 1.03	Incorporation by Reference of Trust Indenture Act	23
Section 1.04	Rules of Construction	23
	ARTICLE 2 THE NOTES
Section 2.01	Form and Dating	24
Section 2.02	Execution and Authentication	25
Section 2.03	Registrar and Paying Agent	25
Section 2.04	Paying Agent to Hold Money in Trust	26
Section 2.05	Holder Lists	26
Section 2.06	Transfer and Exchange	26
Section 2.07	Replacement Notes	38
Section 2.08	Outstanding Notes	38
Section 2.09	Treasury Notes	39
Section 2.10	Temporary Notes	39
Section 2.11	Cancellation	39
Section 2.12	Defaulted Interest	39
	ARTICLE 3 REDEMPTION AND PREPAYMENT
Section 3.01	Notices to Trustee	40
Section 3.02	Selection of Notes to Be Redeemed or Purchased	40
Section 3.03	Notice of Redemption	40
Section 3.04	Effect of Notice of Redemption	41
Section 3.05	Deposit of Redemption or Purchase Price	41
Section 3.06	Notes Redeemed or Purchased in Part	42
Section 3.07	Optional Redemption	42
Section 3.08	Mandatory Redemption	43
Section 3.09	Offer to Purchase by Application of Excess Proceeds	43
	ARTICLE 4 COVENANTS
Section 4.01	Payment of Notes	44
Section 4.02	Maintenance of Office or Agency	45
Section 4.03	Reports	45
Section 4.04	Compliance Certificate	46
Section 4.05	Taxes	47
Section 4.06	Stay, Extension and Usury Laws	47
Section 4.07	Restricted Payments	47
Section 4.08	Dividend and Other Payment Restrictions Affecting Subsidiaries	50
Section 4.09	Incurrence of indebtedness and Issuance of Preferred Stock	51
Section 4.10	Asset Sales	55

		Page
Section 4.11	Transactions with Affiliates	56
Section 4.12	Liens	58
Section 4.13	Business Activities	58
Section 4.14	Corporate Existence	58
Section 4.15	Offer to Repurchase Upon Change of Control	58
Section 4.16	No Layering of Debt	60
Section 4.17	Payments for Consent	60
Section 4.18	Additional Note Guarantees	60
Section 4.19	Designation of Restricted and Unrestricted Subsidiaries	61
	ARTICLE 5 SUCCESSORS
Section 5.01	Merger, Consolidation, or Sale of Assets	61
Section 5.02	Successor Corporation Substituted	62
	ARTICLE 6 DEFAULTS AND REMEDIES
Section 6.01	Events of Default	63
Section 6.02	Acceleration	64
Section 6.03	Other Remedies	65
Section 6.04	Waiver of Past Defaults	65
Section 6.05	Control by Majority	65
Section 6.06	Limitation on Suits	65
Section 6.07	Rights of Holders of Notes to Receive Payment	66
Section 6.08	Collection Suit by Trustee	66
Section 6.09	Trustee May File Proofs of Claim	66
Section 6.10	Priorities	67
Section 6.11	Undertaking for Costs	67
	ARTICLE 7 TRUSTEE
Section 7.01	Duties of Trustee	67
Section 7.02	Rights of Trustee	68
Section 7.03	Individual Rights of Trustee	69
Section 7.04	Trustee’s Disclaimer	69
Section 7.05	Notice of Defaults	69
Section 7.06	Reports by Trustee to Holders of the Notes	69
Section 7.07	Compensation and Indemnity	69
Section 7.08	Replacement of Trustee	70
Section 7.09	Successor Trustee by Merger, etc.	71
Section 7.10	Eligibility; Disqualification	71
Section 7.11	Preferential Collection of Claims Against Company	71
	ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	72
Section 8.02	Legal Defeasance and Discharge	72
Section 8.03	Covenant Defeasance	72
Section 8.04	Conditions to Legal or Covenant Defeasance	73
Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	74

ii

		Page
Section 8.06	Repayment to Company	74
Section 8.07	Reinstatement	75
	ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01	Without Consent of Holders of Notes	75
Section 9.02	With Consent of Holders of Notes	76
Section 9.03	Compliance with Trust Indenture Act	77
Section 9.04	Revocation and Effect of Consents	77
Section 9.05	Notation on or Exchange of Notes	77
Section 9.06	Trustee to Sign Amendments, etc.	78
	ARTICLE 10 SUBORDINATION
Section 10.01	Agreement to Subordinate	78
Section 10.02	Liquidation; Dissolution; Bankruptcy	78
Section 10.03	Default on Designated Senior Debt	78
Section 10.04	Acceleration of Notes	79
Section 10.05	When Distribution Must Be Paid Over	79
Section 10.06	Notice by Company	80
Section 10.07	Subrogation	80
Section 10.08	Relative Rights	80
Section 10.09	Subordination May Not Be Impaired by Company	81
Section 10.10	Distribution or Notice to Representative	81
Section 10.11	Rights of Trustee and Paying Agent	81
Section 10.12	Authorization to Effect Subordination	81
Section 10.13	Amendments	81
	ARTICLE 11 NOTE GUARANTEES
Section 11.01	Guarantee	82
Section 11.02	Subordination of Note Guarantee	83
Section 11.03	Limitation on Guarantor Liability	83
Section 11.04	Execution and Delivery of Note Guarantee	83
Section 11.05	Guarantors May Consolidate, etc., on Certain Terms	84
Section 11.06	Releases	84
	ARTICLE 12 SATISFACTION AND DISCHARGE
Section 12.01	Satisfaction and Discharge	85
Section 12.02	Application of Trust Money	86
	ARTICLE 13 MISCELLANEOUS
Section 13.01	Trust Indenture Act Controls	86
Section 13.02	Notices	86
Section 13.03	Communication by Holders of Notes with Other Holders of Notes	87
Section 13.04	Certificate and Opinion as to Conditions Precedent	88
Section 13.05	Statements Required in Certificate or Opinion	88
Section 13.06	Rules by Trustee and Agents	88

iii

		Page
Section 13.07	No Personal Liability of Directors, Officers, Employees and Stockholders	88
Section 13.08	Governing Law	89
Section 13.09	No Adverse Interpretation of Other Agreements	89
Section 13.10	Successors	89
Section 13.11	Severability	89
Section 13.12	Counterpart Originals	89
Section 13.13	Table of Contents, Headings, etc.	89

EXHIBITS

Exhibit A1	FORM OF NOTE
Exhibit A2	FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B	FORM OF CERTIFICATE OF TRANSFER
Exhibit C	FORM OF CERTIFICATE OF EXCHANGE
Exhibit D	FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E	FORM OF NOTATION OF GUARANTEE
Exhibit F	FORM OF SUPPLEMENTAL INDENTURE

iv

INDENTURE dated as of December 30, 2005 among SGS International, Inc., a Delaware corporation (the “Company”), the Guarantor (as defined below) and Wells Fargo Bank, National Association, as trustee.

The Company, the Guarantor and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 12% Senior Subordinated Notes due 2013 (the “Notes”):

ARTICLE 1

DEFINITIONS AND INCORPORATION

BY REFERENCE

Section 1.01 Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit Al hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; provided that Indebtedness of such Person that is redeemed, defeased, retired or otherwise repaid at the time, or immediately upon consummation, of the transaction by which such other Person is merged with or into or became a Restricted Subsidiary of such Person shall not be Acquired Debt; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person; provided that the amount of such Indebtedness shall be deemed to be the amount of the obligation so secured.

“Acquisition Agreement” means that certain Acquisition Agreement among SGS International, Inc., RMC Delaware, Inc., Southern Graphic Systems—Canada, Ltd./Systemes Graphiques Southern— Canada, Ltee. and Alcoa UK Holdings Limited dated as of November 11, 2005.

“Additional Notes” means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the Initial Notes.

“Advisory Agreement” means the advisory agreement dated as of the date of this Indenture by and between the Company and CVC Management LLC.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

1

“Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.

“Applicable Premium” means, with respect to any Note on any redemption date, the greater of:

(1) 1.0% of the principal amount of the Note; or

(2) the excess of: (a) the present value at the redemption date of (i) the redemption price of the Note at December 15, 2009, (such redemption price being set forth in the table appearing in Section 3.07 hereof) plus (ii) all required interest payments due on the Note through December 15, 2009, (excluding accrued but unpaid interest to the applicable redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over (b) the principal amount of the Note, if greater.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by the provisions of this Indenture described under Section 4.15 and/or the provisions described under the Section 5.01 hereof and not by the provisions of Section 4.10 hereof; and

(2) the issuance of Equity Interests in any of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of its Subsidiaries, other than directors’ qualifying shares.

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $2.0 million;

(2) a transfer of assets between or among the Company and its Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to a Restricted Subsidiary of the Company;

(4) the sale or lease of products, services or accounts receivable in the ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business;

(5) the sale or other disposition of cash or Cash Equivalents;

(6) Permitted Liens;

(7) the sale of the Eastgate Real Property; and

(8) a Restricted Payment that does not violate the covenant described above under Section 4.07 hereof or a Permitted Investment.

2

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors,

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

“Broker Dealer” has the meaning set forth in the Registration Rights Agreement.

“Business Day” means any day other than a Legal Holiday.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Cash Equivalents” means:

(1) United States dollars;

3

(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition;

(3) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;

(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper having one of the two highest ratings obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services and, in each case, maturing within six months after the date of acquisition; and

(6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act) other than a Principal or a Related Party of a Principal;

(2) the adoption of a plan relating to the liquidation or dissolution of the Company;

(3) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” (as defined above), other than the Principals and their Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares;

(4) after an initial public offering of the Company or any direct or indirect parent of the Company, the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors; or

(5) the first day on which Southern Graphics, Inc. ceases to own 100% of the outstanding Equity Interests of the Company.

“Clearstream” means Clearstream Banking, S.A.

“Company” means SGS International, Inc., and any and all successors thereto.

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1) an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus

4

(2) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(3) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(4) up to $18.6 million of expenses incurred or amortization charges in connection with the transactions contemplated by the Acquisition Agreement to the extent such expenses or charges were deducted in computing such Consolidated Net Income; plus

(5) up to $2.1 million of expenses incurred in connection with the sale of the Eastgate Real Property to the extent such expenses or charges were deducted in computing such Consolidated Net Income; plus

(6) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

(7) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

“Consolidated Leverage Ratio,” as of any date of determination means, with respect to any Person, the ratio of (i) the sum of the aggregate outstanding Indebtedness of such Person and its Restricted Subsidiaries as of the date of calculation on a consolidated basis in accordance with GAAP to (ii) the aggregate amount of Consolidated Cash Flow of such Person for the most recent four full consecutive fiscal quarters ending prior to the date of such determination; provided, however, that:

(1) if since the beginning of such period such Person or any Restricted Subsidiary will have made any Asset Sale or disposed of any company, division, operating unit, segment, business, group of related assets or line of business, the Consolidated Cash Flow for such period will be reduced by an amount equal to the Consolidated Cash Flow (if positive) directly attributable to the assets which are the subject of such Asset Sale for such period or increased by an amount equal to the Consolidated Cash Flow (if negative) directly attributable thereto for such period; and

(2) if since the beginning of such period such Person or any Restricted Subsidiary (by merger or otherwise) will have made an Investment in any Restricted Subsidiary (or any other Person which becomes a Restricted Subsidiary or is merged with or into such person) or an acquisition of assets which constitutes all or substantially all of a company, division, operating

5

unit, segment, business, group of related assets or line of business, Consolidated Cash Flow for such period will be calculated after giving pro forma effect thereto as if such Investment or acquisition occurred on the first day of such period; and

(3) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into such Person or any Restricted Subsidiary since the beginning of such period) will have made any Asset Sale or any Investment or acquisition of assets that would have required an adjustment pursuant to clauses (1) or (2) above if made by such Person or a Restricted Subsidiary during such period, Consolidated Cash Flow for such period will be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations will be determined in accordance with Regulation S-X under the Securities Act.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;

(2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

(3) the cumulative effect of a change in accounting principles will be excluded;

(4) with respect to the Company and its Restricted Subsidiaries, an amount equal to the product of (a) the charges for amortization of intangibles as a result of purchase accounting in connection with the acquisition contemplated by the Acquisition Agreement, times (b) a fraction, the numerator of which is one minus the then current combined federal, state and local statutory tax rate and the denominator of which is one, expressed as a decimal, in each case, determined on a consolidated basis and in accordance with GAAP, will be included; and

(5) notwithstanding clause (1) above, the Net Income of any Unrestricted Subsidiary will be excluded, whether or not distributed to the specified Person or one of its Subsidiaries.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who:

(1) was a member of such Board of Directors on the date of this Indenture; or

6

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“Corporate Trust Office of the Trustee” will be at the address of the Trustee specified in Section 13.02 hereof or such other address as to which the Trustee may give notice to the Company.

“Credit Agreement” means that certain Credit Agreement, dated as of December 30, 2005 by and among the Company and Southern Graphic Systems-Canada, Ltd., as Borrowers; UBS Securities LLC, as Joint Lead Arranger, Joint Bookrunner and Documentation Agent; UBS AG, Stamford Branch, as Issuing Bank, US Administration Agent, US Collateral Agent and Canadian Collateral Agent; Lehman Brothers Inc., as Joint Lead Arranger, Joint Bookrunner and Syndication Agent; and the Guarantors and Lenders Party thereto, providing for up to $270.0 million of revolving credit and term loan borrowings, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A1 hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Designated Senior Debt” means:

(1) any Indebtedness outstanding under the Credit Facilities; and

(2) after payment in full of all Obligations under the Credit Agreements, any other Senior Debt permitted under this Indenture the principal amount (or committed amount) of which is $25.0 million or more and that has been designated by the Company as “Designated Senior Debt.”

7

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07 hereof. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“Domestic Subsidiary” means any Restricted Subsidiary of the Company that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of the Company.

“Eastgate Real Property” means that certain real property owned by Southern Graphic Systems, Inc. at the address generally referred to as 2891 Sprouse Drive, Richmond, VA 23231.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Existing Indebtedness” means Indebtedness of the Company and its Subsidiaries in existence on the date of this Indenture after giving effect to the Transactions, until such amounts are repaid.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of the Company (unless otherwise provided in this Indenture).

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge

8

Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect (in accordance with Regulation S-X under the Securities Act) as if they had occurred on the first day of the four-quarter reference period;

(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(4) any Person that is or becomes a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

(5) any Person that is not or ceases to be a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and

(6) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be based on the weighted average interest rate in effect for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months).

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus

9

(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3) any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP.

“Foreign Subsidiary” means any Restricted Subsidiary of the Company that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time.

“Global Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is required to be placed on alt Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depository or its nominee, substantially in the form of Exhibit A1 hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“Guarantors” means each of:

(1) each Domestic Subsidiary of the Company that is a guarantor under the Credit Agreement on the date of this Indenture; and

(2) any other Subsidiary of the Company that executes a Note Guarantee in accordance with the provisions of this Indenture,

10

and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this Indenture.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

“Holder” means a Person in whose name a Note is registered.

“IAI Global Note” means a Global Note substantially in the form of Exhibit Al hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold to Institutional Accredited Investors.

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary whose total assets, as of that date, are less than $250,000 and whose total revenues for the most recent 12-month period do not exceed $250,000; provided that a Restricted Subsidiary will not be considered to be an Immaterial Subsidiary if it, directly or indirectly, guarantees or otherwise provides direct credit support for any Indebtedness of the Company; provided, further, that the revenues and total assets of all such subsidiaries shall not exceed $1.5 million in the aggregate.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of banker’s acceptances;

(4) representing Capital Lease Obligations;

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or

(6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person and

11

the amount of such obligation being deemed to be the lesser of the value of such asset and the amount of the obligation so secured) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” means the first $ 200.0 million aggregate principal amount of Notes issued under this Indenture on the date hereof.

“Initial Purchasers” means UBS Securities LLC and Lehman Brothers Inc.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Company’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described in Section 4.07. Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

“Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Liquidated Damages” means all liquidated damages then owing pursuant to the Registration Rights Agreement.

12

“Moody’s” means Moody’s Investors Service, Inc.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1) any gain (or loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

(2) any extraordinary gain (or loss), together with any related provision for taxes on such extraordinary gain (or loss).

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, other than the Credit Facilities (unless it is a permanent reduction in commitments), secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

“Non-Recourse Debt” means Indebtedness:

(1) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and

(3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries.

“Non-U.S. Person” means a Person who is not a U.S. Person,

“Note Guarantee” means the Guarantee by each Guarantor of the Company’s obligations under this Indenture and the Notes, executed pursuant to the provisions of this Indenture.

“Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes.

13

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

“Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 13.05 hereof.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 13.05 hereof. The counsel may be an employee of or counsel to the Company, any Subsidiary of the Company or the Trustee.

“Parent” shall mean any person that directly or indirectly owns all the outstanding Capital Stock of the Company.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Permitted Business” means any business conducted by the Company and its Restricted Subsidiaries on the date of this Indenture and any business reasonably related, ancillary or complimentary to, or reasonable extension of, its business or the Company or any of its Restricted Subsidiaries on the date of this Indenture.

“Permitted Investments” means:

(1) any Investment in the Company or in a Restricted Subsidiary of the Company that is a Guarantor;

(2) any Investment in Cash Equivalents;

(3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary of the Company and a Guarantor; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;

provided, however, that if the Consolidated Leverage Ratio of the Company is greater than 4.0x measured immediately prior to an Investment in a Person or Persons contemplated by this clause (3) in any transaction or series of related transactions involving purchase price, plus Indebtedness assumed or Acquired Debt in connection therewith, in excess of $50.0 million, then such Investment shall not be a Permitted Investment if the Company’s Consolidated Leverage Ratio

14

after giving pro forma effect to such transaction or series of related transactions is greater than such ratio before giving pro forma effect thereto.

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described under Section 4.10 hereof;

(5) any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;

(6) any Investments received in compromise or resolution of (A) obligations that were incurred in the ordinary course of business of the Company or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (B) litigation, arbitration or other disputes with Persons who are not Affiliates;

(7) Investments represented by Hedging Obligations;

(8) loans or advances to employees made in the ordinary course of business of the Company or any Restricted Subsidiary of the Company in an aggregate principal amount not to exceed $1.0 million at any one time outstanding;

(9) repurchases of the notes;

(10) advances to customers in the ordinary course of business that are recorded as accounts receivable on the consolidated balance sheet of such Person;

(11) receivables owing to the Company or any of its Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;

(12) any Investment by the Company or any Restricted Subsidiary of the Company in a Foreign Subsidiary or in a Person, if as a result of such Investment such Person becomes a Foreign Subsidiary, in an aggregate principal amount, when taken together with all other Investments made pursuant to this clause (12) that are at the time outstanding not to exceed $15.0 million; and

(13) other Investments in any Person other than an Affiliate of the Company having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (13) that are at the time outstanding not to exceed $5.0 million.

“Permitted Junior Securities” means:

(1) Equity Interests in the Company or any Guarantor; or

(2) debt securities that are subordinated to all Senior Debt (and any debt securities issued in exchange for Senior Debt) to substantially the same extent as, or to a greater extent than, the Notes and the Note Guarantees are subordinated to Senior Debt under this Indenture.

15

“Permitted Liens” means:

(1) Liens on assets of the Company or any Guarantor securing Senior Debt that was permitted by the terms of this Indenture to be incurred;

(2) Liens in favor of the Company or the Guarantors;

(3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Subsidiary;

(4) Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition;

(5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by Section 4.09 hereof covering only the assets acquired with or financed by such Indebtedness;

(7) Liens existing on the date of this Indenture;

(8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(9) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of business;

(10) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(11) Liens created for the benefit of (or to secure) the notes (or the Note Guarantees);

(12) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under this Indenture; provided, however, that:

(a) the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and

16

(b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount, or, if greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

(13) pledges or deposits by a Person under worker’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(14) attachment or judgment Liens not giving rise (individually or in the aggregate) to an Event of Default;

(15) leases or subleases granted to others that do not materially interfere with the ordinary course of business of the Company and its Restricted Subsidiaries;

(16) customary liens on deposits required in connection with the purchase of property, plant, equipment and inventory, in each case incurred in the ordinary course of business; and

(17) Liens incurred in the ordinary course of business of the Company or any Subsidiary of the Company with respect to obligations that do not exceed $5.0 million at any one time outstanding.

“Permitted Payments to Parent” means, without duplication as to amounts:

(1) payments to the Parent to permit the Parent to pay reasonable accounting, legal and administrative expenses of the Parent when due, in an aggregate amount not to exceed $250,000 per annum; and

(2) for so long as the Company is a member of a group filing a consolidated or combined tax return with the Parent, payments to the Parent in respect of an allocable portion of the tax liabilities of such group that is attributable to the Company and its Subsidiaries (“Tax Payments”). The Tax Payments shall not exceed the lesser of (i) the amount of the relevant tax (including any penalties and interest) that the Company would owe if the Company were filing a separate tax return (or a separate consolidated or combined return with its Subsidiaries that are members of the consolidated or combined group), taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of the Company and such Subsidiaries from other taxable years and (ii) the net amount of the relevant tax that the Parent actually owes to the appropriate taxing authority. Any Tax Payments received from the Company shall be paid over to the appropriate taxing authority within 30 days of the Parent’s receipt of such Tax Payments or refunded to the Company.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable)

17

of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and

(4) such Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Principals” means (i) Citigroup Venture Capital Equity Partners, L.P. (“CVC”), CVC/SSB Employee Fund, L.P., CVC Executive Fund LLC, Natasha Foundation, Citicorp Venture Capital Ltd., any CVC fund or co-investment partnership, Citigroup, any affiliate of Citigroup or any general partner of any CVC fund or co-investment partnership (collectively, a “CVC Partner”), and any corporation, partnership or other entity that is an Affiliate of Citigroup or any CVC Partner (collectively “CVC Affiliates”), (ii) any managing director, general partner, director, officer or employee of any CVC fund, any CVC Partner or any CVC Affiliate, or any spouse, lineal descendant, sibling, parent, heir, executor, administrator, testamentary trustee, legatee or beneficiary of any of the foregoing persons described in this clause (ii) (collectively, “CVC Associates”) and (iii) any trust, the beneficiaries of which, any charitable trust, the grantor of which, or any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which include only CVC, CVC Partners, CVC Affiliates, CVC Associates, their spouses or their lineal descendants; and officers and directors of the Company or its Subsidiaries on the date of this Indenture.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

“Public Equity Offering” means an offer and sale of Capital Stock (other than Disqualified Stock) of the Company pursuant to a registration statement that has been declared effective by the SEC pursuant to the Securities Act (other than a registration statement on Form S-8 or otherwise relating to equity securities issuable under any employee benefit plan of the Company).

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of December 30, 2005, among the Company, the Guarantor and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time and, with

18

respect to any Additional Notes, one or more registration rights agreements among the Company, the Guarantor and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Company to the purchasers of Additional Notes to register such Additional Notes under the Securities Act.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as appropriate.

“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A2 hereto deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S.

“Related Party” means

(1) any controlling stockholder, 80% (or more) owned Subsidiary, or immediate family member (in the case of an individual) of any Principal; or

(2) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Persons beneficially holding an 80% or more controlling interest of which consist of any one or more Principals and/or such other Persons referred to in the immediately preceding clause (1).

“Representative” means this Indenture trustee or other trustee, agent or representative for any Senior Debt.

“Responsible Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

19

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard & Poor’s Ratings Group.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Debt” means:

(1) all Indebtedness of the Company or any Guarantor outstanding under Credit Facilities and all Hedging Obligations with respect thereto;

(2) any other Indebtedness of the Company or any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes or any Note Guarantee, and

(3) all Obligations with respect to the items listed in the preceding clauses (1) and (2).

Notwithstanding anything to the contrary in the foregoing, Senior Debt will not include:

(1) any liability for federal, state, local or other taxes owed or owing by the Company;

(2) any Indebtedness of the Company to any of its Subsidiaries or other Affiliates;

(3) any trade payables;

(4) the portion of any Indebtedness that is incurred in violation of this Indenture; or

(5) Indebtedness which is classified as non-recourse in accordance with GAAP or any unsecured claim arising in respect thereof by reason of the application of Section 1111(b)(1) of the Bankruptcy Code.

“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Indenture.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of this Indenture, and will not include any

20

contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any specified Person;

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).

“Transaction” means the acquisition of the business of Southern Graphic Systems, Inc. by the Issuer and one or more of its Subsidiaries, the offering of the Notes and the entry into the Credit Agreement.

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to December 15, 2009; provided however that if the period from the redemption date to December 19, 2009 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trustee” means Wells Fargo Bank, National Association until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a Global Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) except as permitted by Section 4.11 hereof, is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no

21

less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

(3) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries.

“U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

Section 1.02 Other Definitions.

Term	Defined in Section
“Affiliate Transaction”	4.11
“Asset Sale Offer”	3 09
“Authentication Order”	2.02
“Change of Control Offer”	4.15
“Change of Control Payment”	4.15
“Change of Control Payment Date”	4.15
“Covenant Defeasance”	8.03
“DTC”	2.03
“Event of Default”	6.01
“Excess Proceeds”	4.10
“incur”	4.09
“Legal Defeasance”	8.02
“Offer Amount”	3.09
“Offer Period”	3.09
“Paying Agent”	2.03
“Permitted Debt”	4.09
“Payment Default”	6.01
“Purchase Date”	3.09
“Registrar”	2.03
“Restricted Payments”	4.07

22

Section 1.03 Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security Holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes and the Note Guarantees means the Company and the Guarantors, respectively, and any successor obligor upon the Notes and the Note Guarantees, respectively.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.

Section 1.04 Rules of Construction.

Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3) “or” is not exclusive;

(4) words in the singular include the plural, and in the plural include the singular;

(5) “will” shall be interpreted to express a command;

(6) provisions apply to successive events and transactions; and

(7) references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time.

23

ARTICLE 2

THE NOTES

Section 2.01 Form and Dating.

(a) General. The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibits A1 and A2 hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000 thereof.

The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(b) Global Notes. Notes issued in global form will be substantially in the form of Exhibits A1 or A2 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A1 hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S will be issued initially in the form of the Regulation S Temporary Global Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period will be terminated upon the receipt by the Trustee of:

(1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and

(2) an Officers’ Certificate from the Company.

Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S

24

Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(3) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by Participants through Euroclear or Clearstream.

Section 2.02 Execution and Authentication.

At least one Officer must sign the Notes for the Company by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.

A Note will not be valid until authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under this Indenture.

The Trustee will, upon receipt of a written order of the Company signed by one Officer (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Section 2.03 Registrar and Paying Agent.

The Company will maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar will keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.

25

Section 2.04 Paying Agent to Hold Money in Trust.

The Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or Liquidated Damages, if any, or interest on the Notes, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) will have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for the Notes.

Section 2.05 Holder Lists.

The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company will furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Company shall otherwise comply with TIA § 312(a).

Section 2.06 Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if:

(1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary;

(2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or

(3) there has occurred and is continuing a Default or Event of Default with respect to the Notes.

Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a

26

Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).

(2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

(A) both:

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

(B) both:

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above;

27

provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act.

Upon consummation of an Exchange Offer by the Company in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

(3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Temporary Global Note or the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C) if the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

28

(D) the Registrar receives the following:

(i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

(1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

29

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;

(F) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(2) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(3) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

30

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(4) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will not bear the Private Placement Legend.

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

(1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

31

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;

(F) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note, and in all other cases, the IAI Global Note.

(2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

32

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(i) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(ii) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

33

(1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (Hi) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(i) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on

34

transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate:

(1) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Company; and

(2) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Company.

Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount.

(g) Legends. The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(1) Private Placement Legend.

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT OF SGS INTERNATIONAL, INC. THAT (A) SUCH NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(A) TO A PERSON WHO THE SELLER

35

REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), PURCHASING FOR ITS OWN ACCOUNT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (D) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”) THAT IS PURCHASING AT LEAST $100,000 OF NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AN INSTITUTIONAL ACCREDITED INVESTOR OR (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; PROVIDED THAT IN THE CASE OF A TRANSFER UNDER CLAUSE (E) SUCH TRANSFER IS SUBJECT TO THE RECEIPT BY THE TRUSTEE OF A CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (2) TO SYS INTERNATIONAL, INC. OR ANY OF ITS SUBSIDIARIES OR (3) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND THE INDENTURE GOVERNING THE NOTES AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE NOTE EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. IF ANY RESALE OR OTHER TRANSFER OF ANY NOTE IS PROPOSED TO BE MADE UNDER CLAUSE (A)(1)(D) ABOVE WHILE THESE TRANSFER RESTRICTIONS ARE IN FORCE THEN THE TRANSFEROR SHALL DELIVER A LETTER FROM THE TRANSFEREE TO THE TRUSTEE WHICH SHALL PROVIDE, AMONG OTHER THINGS, THAT THE TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR AND THAT IT IS ACQUIRING THE SECURITIES FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT.”

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.

(2) Global Note Legend. Each Global Note will bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE

36

DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(3) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note will bear a Legend in substantially the following form:

“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.”

(h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i) General Provisions Relating to Transfers and Exchanges.

(1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(2) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).

(3) The Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

37

(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(5) Neither the Registrar nor the Company will be required:

(A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection;

(B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or

(C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Section 2.07 Replacement Notes.

If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note.

Every replacement Note is an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding

38

because the Company or an Affiliate of the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

Section 2.09 Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned will be so disregarded.

Section 2.10 Temporary Notes.

Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Company will prepare and the Trustee will authenticate definitive Notes in exchange for temporary Notes.

Holders of temporary Notes will be entitled to all of the benefits of this Indenture.

Section 2.11 Cancellation.

The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will destroy canceled Notes (subject to the record retention requirement of the Exchange Act). Certification of the destruction of ail canceled Notes will be delivered to the Company. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest.

If the Company defaults in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof, The Company will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company will fix or cause

39

to be fixed each such special record date and payment date; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) will mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

ARTICLE 3

REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth:

(1) the clause of this Indenture pursuant to which the redemption shall occur;

(2) the redemption date;

(3) the principal amount of Notes to be redeemed; and

(4) the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select Notes for redemption or purchase on a pro rata basis as is practicable unless otherwise required by law or applicable stock exchange requirements.

The Trustee will promptly notify the Company in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in amounts of $1,000 or whole multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03 Notice of Redemption.

Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption date, the Company will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 12 hereof.

The notice will identify the Notes to be redeemed and will state:

(1) the redemption date;

40

(2) the redemption price;

(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note;

(4) the name and address of the Paying Agent;

(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

(7) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(8) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

At the Company’s request, the Trustee will give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company has delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04 Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional.

Section 3.05 Deposit of Redemption or Purchase Price.

One Business Day prior to the redemption or purchase date, the Company will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest and Liquidated Damages, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest and Liquidated Damages, if any, on, all Notes to be redeemed or purchased.

If the Company complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on

41

any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06 Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Company will issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered.

Section 3.07 Optional Redemption.

(a) At any time prior to December 15, 2008, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 112% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Public Equity Offerings (other than Disqualified Stock) of the Company, Parent or any of their respective successors; provided that:

(1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

(2) the redemption occurs within 45 days of the date of the closing of such Public Equity Offering.

(b) On or after December 15, 2009, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on December 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2009	106.000	%
2010	103.000	%
2011 and thereafter	100.000	%

Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

(c) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

At any time prior to December 15, 2009, the Company may also redeem all or a part of the Notes upon not less than 10 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

42

Section 3.08 Mandatory Redemption.

The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.09 Offer to Purchase by Application of Excess Proceeds.

In the event that, pursuant to Section 4.10 hereof, the Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified below.

The Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets. The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made.

If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Liquidated Damages, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

Upon the commencement of an Asset Sale Offer, the Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state:

(1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer will remain open;

(2) the Offer Amount, the purchase price and the Purchase Date;

(3) that any Note not tendered or accepted for payment will continue to accrete or accrue interest;

(4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer will cease to accrete or accrue interest on and after the Purchase Date;

(5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of $1,000 only;

(6) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

43

(7) that Holders will be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(8) that, if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the Offer Amount, the Company will select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, will be purchased); and

(9) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

On or before the Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company will promptly issue a new Note, and the Trustee, upon written request from the Company, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on the Purchase Date.

Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

ARTICLE 4

COVENANTS

Section 4.01 Payment of Notes.

The Company will pay or cause to be paid the principal of, premium, if any, and interest and Liquidated Damages, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Liquidated Damages, if any will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. The Company will pay all Liquidated Damages, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.

The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then applicable

44

interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency.

The Company will maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Section 4.03 Reports.

(a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes or cause the Trustee at the expense of the Company, to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations:

(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and

(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.

In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. The Company will at all times comply with TIA § 314(a).

If, at any time after September 30, 2006 and for so long as any notes remain outstanding, the Company is not or is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraph with the SEC within the time periods specified above unless the SEC will not accept such a filing. If,

45

notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Company were required to file those reports with the SEC.

(b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

(c) For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.04 Compliance Certificate.

(a) The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers^’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

(b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.03 above shall be accompanied by a written statement of the Company’s independent public accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4 or Article 5 hereof or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation.

(c) So long as any of the Notes are outstanding, the Company will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

46

Section 4.05 Taxes.

The Company will pay, and will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06 Stay, Extension and Usury Laws.

The Company and each of the Guarantors covenant (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07 Restricted Payments.

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company and other than dividends or distributions payable to the Company or a Restricted Subsidiary of the Company);

(2) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company;

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries), except a payment of interest or principal at the Stated Maturity thereof; or

(4) make any Restricted Investment

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

47

(2) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries since the date of this Indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8), and (9) of paragraph (b) of this Section 4.07), is less than the sum, without duplication of:

(A) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date of this Indenture to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(B) 100% of the aggregate net cash proceeds received by the Company since the date of this Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company); plus

(C) to the extent that any Restricted Investment that was made after the date of this Indenture is sold for cash or otherwise liquidated or repaid for cash, the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any); plus

(D) to the extent that any Unrestricted Subsidiary of the Company designated as such after the date of this Indenture is redesignated as a Restricted Subsidiary after the date of this Indenture, the lesser of (i) the Fair Market Value of the Company’s Investment in such Subsidiary as of the date of such redesignation or (ii) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the date of this Indenture.

(b) Notwithstanding the foregoing, Restricted Payments of the type described in clauses (1) and (2) of the definition of Restricted Payments will not be permitted if prior to the time thereof the Company has not obtained confirmation of the Notes rating after giving pro forma effect thereto of at least B3 by Moody’s and B- by S&P (or at least such equivalent ratings as may then be in use).

(c) The provisions of Section 4.07(a) hereof will not prohibit:

(1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of this Indenture;

48

(2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Company; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(B) of Section 4.07(a) hereof;

(3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;

(4) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis;

(5) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by any current or former officer, director or employee of the Company or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed (a) $750,000 in any twelve-month period plus (b) the net proceeds from the sale of Capital Stock to members of management or directors of the Company and its Subsidiaries that occurs after the date of this Indenture, to the extent the net proceeds from the sale have not otherwise been applied to increase the amount of Restricted Payments permitted by virtue of clause (b)(B) of Section 4.07(a) hereof;

(6) the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options;

(7) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary of the Company issued on or after the date of this Indenture in accordance with the Fixed Charge Coverage Ratio test described in Section 4.09(a) hereof;

(8) Permitted Payments to Parent; and

(9) other Restricted Payments in an aggregate amount not to exceed $20.0 million since the date of this Indenture.

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this Section 4.07 will be determined by the Board of Directors of the Company whose resolution with respect thereto shall be delivered to the Trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking Firm of national standing if the Fair Market Value exceeds $10.0 million. For purposes of determining compliance with this covenant, in the event that a Restricted Payment meets the criteria of more than one of the exceptions described in clauses (1) through (9) above or is entitled to be made pursuant to the first paragraph of this Section 4.07, the

49

Company shall be permitted, in its sole discretion to classify (but not later reclassify) such Restricted Payment in any manner that complies with this Section 4.07.

Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries;

(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:

(1) agreements governing Existing Indebtedness and any other agreements, including Credit Facilities as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;

(2) this Indenture, the Notes and the Note Guarantees;

(3) applicable law, rule, regulation or order;

(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;

(5) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;

(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;

50

(7) any agreement for the sale or other disposition of the stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;

(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;

(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;

(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(12) encumbrances and restrictions contained in security agreements or mortgages securing Indebtedness or a Restricted Subsidiary permitted to be incurred under this Indenture so long as the restrictions solely restrict the transfer of the property governed by the security agreements or mortgages; and

(13) restrictions in any agreement that is not more restrictive than the restrictions under the terms of the Credit Agreement as in effect on the date of this Indenture.

Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued, as the case may be, would have been at least 2.25 to I, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

(b) The provisions of Section 4.09(a) hereof will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1) the incurrence by the Company and any Guarantor of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this Section 4.09(b)(1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed $195.0 million less the aggregate amount of all repayments, optional or

51

mandatory, of the principal of any term Indebtedness under a Credit Facility (other than repayments that are concurrently refunded or refinanced) that have been made by the Company or any of its Restricted Subsidiaries since the date of this Indenture and less the aggregate amount of all commitment reductions with respect to any revolving credit borrowings under a Credit Facility that have been made by the Company or any of its Restricted Subsidiaries since the date of this Indenture;

(2) the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness;

(3) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Note Guarantees to be issued on the date of this Indenture and the Exchange Notes and the related Note Guarantees to be issued pursuant to the Registration Rights Agreement;

(4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of the Company or any of its Restricted Subsidiaries, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed $10.0 million at any time outstanding;

(5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under Section 4.09(a) hereof or clauses (2), (3), (4), (5), (9), (12) or (16) of this Section 4.09(b);

(6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that:

(A) if the Company or any Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor; and

(B) (1) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company and (2) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary of the Company,

will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

52

(7) the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:

(A) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Company or a Restricted Subsidiary of the Company; and

(B) any sale or other transfer of any such preferred stock to a Person that is not either the Company or a Restricted Subsidiary of the Company,

will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);

(8) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business;

(9) the guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this Section 4.09; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;

(10) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance and surety bonds in the ordinary course of business;

(11) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days;

(12) the incurrence by Foreign Subsidiaries or other Restricted Subsidiaries that are not Guarantors of Indebtedness in an aggregate principal amount at any time outstanding pursuant to this clause (12), including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (12), not to exceed $20.0 million (or the equivalent thereof, measured at the time of each incurrence, in applicable foreign currency);

(13) the incurrence of Indebtedness by the Company or any of its Restricted Subsidiaries arising from provisions in agreements of the Company or any of its Restricted Subsidiaries providing for adjustment of purchase price or other similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of assets, stock or a line of business.;

(14) the incurrence of Indebtedness of the Company issued to any of its directors, employees, officers or consultants or a Restricted Subsidiary in connection with the redemption or purchase of Capital Stock which complies with Section 4.07 hereto, which indebtedness, by its terms is subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, is not secured by any of the assets of the Company or the Restricted Subsidiaries and does not require cash payments prior to the Stated Maturity of the Notes, in an aggregate principal amount which, when added with the amount of Indebtedness Incurred under this clause (14) and then outstanding, does not exceed $5.0 million

53

(15) the incurrence of Indebtedness by the Company or any of its Restricted Subsidiaries owed to any Person in connection with workers’ compensation, self-insurance, health, disability or other employee benefits or property, casualty or liability insurance provided by such Person to the Company or any Restricted Subsidiary, pursuant to reimbursement or indemnification obligations, in each case incurred in the ordinary course of business; and

(16) the incurrence by the Company or any of its Guarantors of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (16), not to exceed $25.0 million.

For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (16) above or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.09. Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued and authenticated under this Indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.09; provided, in each such case, that the amount of such accrual, accretion or payment is included in Fixed Charges of the Company as accrued. Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(A) the Fair Market Value of such assets at the date of determination; and

(B) the amount of the Indebtedness of the other Person.

54

Section 4.10 Asset Sales.

The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash. For purposes of this provision, each of the following shall be deemed to be cash:

(A) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability;

(B) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are within 90 days of the Asset Sale, converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and

(C) any stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of this Section 4.10.

Within 360 days after the receipt of any Net Proceeds from an Asset Sale, if (i) the Asset Sale was made by the Company or any Guarantor, then the Company or any Guarantor may apply such Net Proceeds at their option or (ii) the Asset Sale was made by a Restricted Subsidiary that is not a Guarantor, then such Restricted Subsidiary or any other Restricted Subsidiary that is not a Guarantor may apply such Net Proceeds at their option:

(1) to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly permanently reduce commitments with respect thereto;

(2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company;

(3) to make a capital expenditure;

(4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; or

(5) any combination of clauses (1)-(4) of this paragraph.

In the case of clauses (2) and (4) the Company will also comply with its obligations above if it enters into a binding commitment to acquire such assets or Capital Stock within the required time frame above, provided that such binding commitment shall be subject only to customary conditions and such acquisition shall be consummated within six months from the date of signing such binding commitment. Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

55

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this Section 4.10 will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 million, within five days thereof, the Company will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with Section 3.09 hereof to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 hereof or this Section 4.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such compliance.

Section 4.11 Transactions with Affiliates.

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each an “Affiliate Transaction”), unless:

(1) the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and

(2) the Company delivers to the Trustee:

(A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a) and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company; and

(B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

56

(b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.11(a) hereof:

(1) any employment agreement, employee benefit plan, stock options, stock ownership or other equity compensation plans, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;

(2) transactions between or among the Company and/or its Restricted Subsidiaries;

(3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(4) payment of reasonable directors’ fees to Persons who are not otherwise Affiliates of the Company;

(5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company;

(6) Restricted Payments that do not violate Section 4.07 hereof;

(7) payment of fees pursuant to the Advisory Agreement as in effect on the date of this Indenture;

(8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding;

(9) Permitted Parent Payments;

(10) the provision by an Affiliate of commercial banking or lending services, investment banking, consulting, advisory or other similar services on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained by an unaffiliated party and that are approved in good faith by the Board of Directors;

(11) transactions pursuant to any contract or agreement (including the Advisory Agreement) with the Company or any of the Restricted Subsidiaries in effect on the date of this Indenture, as the same may be amended, modified or replaced from time to time so long as any such amendment, modification or replacement is not less favorable in any material respect to the Company and the Restricted Subsidiaries than the original agreement as in effect on the date of this Indenture; and

(12) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business, including, without limitation, under joint venture agreements; provided, that the transactions set forth in this clause (12) are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person.

57

Section 4.12 Liens.

The Company will not, and will not permit any of its Restricted Subsidiaries to create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) securing Indebtedness or trade payables upon any of their property or assets, now owned of hereafter acquired, unless all payments due under this Indenture and the Notes are secured on an equal and ratable basis with the obligations so secured until such time as such Obligations are not longer secured by a Lien.

Section 4.13 Business Activities.

The Company will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, including as a result of any acquisition, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole.

Section 4.14 Corporate Existence.

Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect:

(1) its corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary; and

(2) the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Subsidiaries, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes.

Section 4.15 Offer to Repurchase Upon Change of Control.

(a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, on the notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (in either case, the “Change of Control Payment”). Within ten days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment;

(2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

58

(3) that any Note not tendered will continue to accrete or accrue interest;

(4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrete or accrue interest on and after the Change of Control Payment Date;

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and

(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 or 4.15 hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.15 by virtue of such compliance.

(b) On the Change of Control Payment Date, the Company will, to the extent lawful:

(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

Prior to complying with any of the provisions of this Section 4.15, but in any event within 90 days following a Change of Control, the Company will either repay all outstanding Senior Debt or obtain

59

the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15.

The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

(c) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and Section 3.09 hereof and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Company and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to require the Company to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Section 4.16 No Layering of Debt.

The Company will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is contractually subordinate in right of payment or contractually junior in right of payment to any Senior Debt of the Company and senior in right of payment to the Notes. No Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is contractually subordinate in right of payment or contractually junior in right of payment to the Senior Debt of such Guarantor and senior in right of payment to such Guarantor’s Note Guarantee. No such Indebtedness will be considered to be senior by virtue of being secured on a first or junior priority basis.

Section 4.17 Payments for Consent.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Section 4.18 Additional Note Guarantees.

If any non-guarantor Restricted Subsidiary guarantees any Indebtedness of the Company or any Domestic Subsidiary, or if the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the date of this Indenture (other than Mozaic Group, Ltd. or any of its Subsidiaries for so long as they are not otherwise Guarantors), then such Domestic Subsidiary will become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel satisfactory to the Trustee within 10 business days of the date on which it guaranteed such payment by the Company

60

of any Indebtedness of the Company or on which it was acquired or created; provided that any Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary. The form of such Note Guarantee is attached as Exhibit E hereto.

Section 4.19 Designation of Restricted and Unrestricted Subsidiaries.

The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Company will be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

ARTICLE 5

SUCCESSORS

Section 5.01 Merger, Consolidation, or Sale of Assets.

The Company shall not, directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(1) either:

(A) the Company is the surviving corporation; or

(B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other

61

disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

(2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;

(3) immediately after such transaction, no Default or Event of Default exists; and

(4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof.

In addition, the Company will not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This Section 5.01 will not apply to:

(1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or

(2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries.

Section 5.02 Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor Person and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale of all of the Company’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof.

62

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

Each of the following is an “Event of Default”:

(1) default for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to, the Notes, whether or not prohibited by the subordination provisions of this Indenture;

(2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes, whether or not prohibited by the subordination provisions of this Indenture;

(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.07, 4.09, 4.10, 4.15 or 5.01 hereof;

(4) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture;

(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of this Indenture, if that default:

(A) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

(B) results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10.0 million or more;

(6) failure by the Company or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;

(7) the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

(A) commences a voluntary case,

63

(B) consents to the entry of an order for relief against it in an involuntary case,

(C) consents to the appointment of a custodian of it or for all or substantially all of its property,

(D) makes a general assignment for the benefit of its creditors, or

(E) generally is not paying its debts as they become due;

(8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A) is for relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary in an involuntary case;

(B) appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; or

(C) orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days; or

(9) except as permitted by this Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee.

Section 6.02 Acceleration.

In the case of an Event of Default specified in clause (7) or (8) of Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an Acceleration or waive any existing Default or Event of Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of interest or premium or Liquidated Damages, if any, on, or the principal of, the Notes.

64

Section 6.03 Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium and Liquidated Damages, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium and Liquidated Damages, if any, or interest on, the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05 Control by Majority.

Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability.

Section 6.06 Limitation on Suits.

Except to enforce the right to receive payment of principal, premium, if any, or interest or Liquidated Damages, if any, when due, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:

(1) such Holder has previously given the Trustee written notice that an Event of Default is continuing;

(3) Holders of at least 25% in aggregate principal amount of the then outstanding notes have requested the Trustee to pursue the remedy;

(4) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(5) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

65

(6) Holders of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07 Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium and Liquidated Damages, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08 Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium and Liquidated Damages, if any, and interest remaining unpaid on, the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

66

Section 6.10 Priorities.

If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money in the following order:

First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium and Liquidated Damages, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium and Liquidated Damages, if any and interest, respectively; and

Third: to the Company or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Section 6.11 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.

ARTICLE 7

TRUSTEE

Section 7.01 Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(1) the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

67

(2) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(3) the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01.

(e) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

(f) The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02 Rights of Trustee.

(a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with due care.

(d) The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.

(f) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.

68

Section 7.03 Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if this Indenture has been qualified under the TIA) or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee’s Disclaimer.

The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee will mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium or Liquidated Damages, if any, or interest on, any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

Section 7.06 Reports by Trustee to Holders of the Notes.

(a) Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee will mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA § 3I3(b)(2). The Trustee will also transmit by mail all reports as required by TIA § 313(c).

(b) A copy of each report at the time of its mailing to the Holders of Notes will be mailed by the Trustee to the Company and filed by the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Company will promptly notify the Trustee when the Notes are listed on any stock exchange.

Section 7.07 Compensation and Indemnity.

(a) The Company will pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

69

(b) The Company and the Guarantors will indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld.

(c) The obligations of the Company and the Guarantors under this Section 7.07 will survive the satisfaction and discharge of this Indenture.

(d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture.

(e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(7) or (8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

(f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Section 7.08 Replacement of Trustee.

(a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

(b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10 hereof;

(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(3) a custodian or public officer takes charge of the Trustee or its property; or

(4) the Trustee becomes incapable of acting.

(c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee. Within one year after the successor

70

Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

(d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(e) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100.0 million as set forth in its most recent published annual report of condition.

This Indenture will always have a Trustee who satisfies the requirements of TIA § 310(a)(l), (2) and (5). The Trustee is subject to TIA § 310(b).

Section 7.11 Preferential Collection of Claims Against Company.

The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA §311(a) to the extent indicated therein.

71

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

The Company may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02 Legal Defeasance and Discharge.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

(1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Liquidated Damages, if any, on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof;

(2) the Company’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof;

(3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith; and

(4) this Article 8.

Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18 and 4.19 hereof and clause (4) of Section 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with

72

respect to the outstanding Notes and Note Guarantees, the Company and the Guarantors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(5) hereof will not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof:

(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of, premium and Liquidated Damages, if any, and interest on, the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date;

(2) in the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee an Opinion of Counsel (subject to customary assumptions and qualifications) reasonably acceptable to the Trustee confirming that:

(A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or

(B) since the date of this Indenture, there has been a change in the applicable federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute

73

a default under, any other material instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and

(7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Liquidated Damages, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Company.

Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium or Liquidated Damages, if any, or interest on, any Note and remaining unclaimed for two years after such principal, premium or Liquidated Damages, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of

74

the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 8.07 Reinstatement.

If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s and the Guarantors’ obligations under this Indenture and the Notes and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium or Liquidated Damages, if any, or interest on, any Note following the reinstatement of its obligations, the Company will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holder of Note:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;

(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;

(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

(6) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated December 15, 2005, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes;

(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or

75

(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02 With Consent of Holders of Notes.

Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Liquidated Damages, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes).

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture.

It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

76

(2) reduce the principal of or change the Fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10 and 4.15 hereof);

(3) reduce the rate of or change the time for payment of interest, including default interest, on any Note;

(4) waive a Default or Event of Default in the payment of principal of, or premium or Liquidated Damages, if any, or interest on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);

(5) make any Note payable in money other than that stated in the Notes;

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium or Liquidated Damages, if any, on, the Notes;

(7) waive a redemption payment with respect to any Note (other than a payment required by Sections 3.09, 4.10 or 4.15 hereof);

(8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or

(9) make any change in the preceding amendment and waiver provisions.

Section 9.03 Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes will be set forth in a amended or supplemental indenture that complies with the TIA as then in effect.

Section 9.04 Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

Section 9.05 Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

77

Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, etc.

The Trustee will sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amended or supplemental indenture until the Board of Directors of the Company approves it. In executing any amended or supplemental indenture, the Trustee will be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents required by Section 13.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture.

ARTICLE 10

SUBORDINATION

Section 10.01 Agreement to Subordinate.

The Company agrees, and each Holder by accepting a Note agrees, that the Indebtedness evidenced by the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article 10, to the prior payment in full of all Senior Debt (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of the holders of Senior Debt.

Section 10.02 Liquidation; Dissolution; Bankruptcy.

Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshaling of the Company’s assets and liabilities:

(1) holders of Senior Debt will be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt) before the Holders of Notes will be entitled to receive any payment with respect to the Notes (except that Holders of Notes may receive and retain Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof); and

(2) until all Obligations with respect to Senior Debt (as provided in clause (1) above) are paid in full, any distribution to which Holders would be entitled but for this Article 10 will be made to holders of Senior Debt (except that Holders of Notes may receive and retain Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof), as their interests may appear.

Section 10.03 Default on Designated Senior Debt.

(a) The Company may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (other than Permitted Junior Securities and payments made from any

78

defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:

(1) payment default on Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or

(2) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Company or the holders of any Designated Senior Debt. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice will be effective for purposes of this Section 10.03 unless and until (A) at least 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium and Liquidated Damages, if any, and interest on the Notes that have come due have been paid in full in cash.

No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee may be, or may be made, the basis for a subsequent Payment Blockage Notice.

(b) The Company may and will resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:

(1) in the case of a payment default, upon the date upon which such default is cured or waived, or

(2) in the case of a nonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated,

if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.

Section 10.04 Acceleration of Notes.

If payment of the Notes is accelerated because of an Event of Default, the Company will promptly notify holders of Senior Debt of the acceleration.

Section 10.05 When Distribution Must Be Paid Over.

In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 hereof, such payment will be held by the Trustee or such Holder, in trust for the benefit of, and will be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt.

79

With respect to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt will be read into this Indenture against the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

Section 10.06 Notice by Company.

The Company will promptly notify the Trustee and the Paying Agent of any facts known to the Company that would cause a payment of any Obligations with respect to the Notes to violate this Article 10, but failure to give such notice will not affect the subordination of the Notes to the Senior Debt as provided in this Article 10.

Section 10.07 Subrogation.

After all Senior Debt is paid in full and until the Notes are paid in full, Holders of Notes will be subrogated (equally and ratably with all other Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt to receive distributions applicable to Senior Debt to the extent that distributions otherwise payable to the Holders of Notes have been applied to the payment of Senior Debt. A distribution made under this Article 10 to holders of Senior Debt that otherwise would have been made to Holders of Notes is not, as between the Company and Holders, a payment by the Company on the Notes.

Section 10.08 Relative Rights.

This Article 10 defines the relative rights of Holders of Notes and holders of Senior Debt. Nothing in this Indenture will:

(1) impair, as between the Company and Holders of Notes, the obligation of the Company, which is absolute and unconditional, to pay principal of, premium and interest and Liquidated Damages, if any, on, the Notes in accordance with their terms;

(2) affect the relative rights of Holders of Notes and creditors of the Company other than their rights in relation to holders of Senior Debt; or

(3) prevent the Trustee or any Holder of Notes from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders and owners of Senior Debt to receive distributions and payments otherwise payable to Holders of Notes.

If the Company fails because of this Article 10 to pay principal of, premium or interest or Liquidated Damages, if any, on, a Note on the due date, the failure is still a Default or Event of Default.

80

Section 10.09 Subordination May Not Be Impaired by Company.

No right of any holder of Senior Debt to enforce the subordination of the Indebtedness evidenced by the Notes may be impaired by any act or failure to act by the Company or any Holder or by the failure of the Company or any Holder to comply with this Indenture.

Section 10.10 Distribution or Notice to Representative.

Whenever a distribution is to be made or a notice given to holders of Senior Debt, the distribution may be made and the notice given to their Representative.

Upon any payment or distribution of assets of the Company referred to in this Article 10, the Trustee and the Holders of Notes will be entitled to rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of such Representative or of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders of Notes for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Debt and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 10.

Section 10.11 Rights of Trustee and Paying Agent.

Notwithstanding the provisions of this Article 10 or any other provision of this Indenture, the Trustee will not be charged with knowledge of the existence of any facts that would prohibit the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless the Trustee has received at its Corporate Trust Office at least five Business Days prior to the date of such payment written notice of facts that would cause the payment of any Obligations with respect to the Notes to violate this Article 10. Only the Company or a Representative may give the notice. Nothing in this Article 10 will impair the claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

The Trustee in its individual or any other capacity may hold Senior Debt with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights.

Section 10.12 Authorization to Effect Subordination.

Each Holder of Notes, by the Holder’s acceptance thereof, authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 10, and appoints the Trustee to act as such Holder’s attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in Section 6.09 hereof at least 30 days before the expiration of the time to file such claim, the Representatives are hereby authorized to file an appropriate claim for and on behalf of the Holders of the Notes.

Section 10.13 Amendments.

The provisions of this Article 10 may not be amended or modified without the written consent of the holders of all Senior Debt.

81

ARTICLE 11

NOTE GUARANTEES

Section 11.01 Guarantee,

(a) Subject to this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:

(1) the principal of, premium and Liquidated Damages, if any, and interest on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

(b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

(c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

(d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to

82

seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Section 11.02 Subordination of Note Guarantee.

The Obligations of each Guarantor under its Note Guarantee pursuant to this Article 11 will be junior and subordinated to the Senior Debt of such Guarantor on the same basis as the Notes are junior and subordinated to Senior Debt of the Company. For the purposes of the foregoing sentence, the Trustee and the Holders will have the right to receive and/or retain payments by any of the Guarantors only at such times as they may receive and/or retain payments in respect of the Notes pursuant to this Indenture, including Article 10 hereof.

Section 11.03 Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 11, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

Section 11.04 Execution and Delivery of Note Guarantee.

To evidence its Note Guarantee set forth in Section 11.01 hereof, each Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached as Exhibit E hereto will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture will be executed on behalf of such Guarantor by one of its Officers.

Each Guarantor hereby agrees that its Note Guarantee set forth in Section 11.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

If an Officer whose signature is on this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors.

In the event that the Company or any of its Restricted Subsidiaries creates or acquires any Domestic Subsidiary after the date of this Indenture, if required by Section 4.18 hereof, the Company will cause such Domestic Subsidiary to comply with the provisions of Section 4.18 hereof and this Article 11, to the extent applicable.

83

Section 11.05 Guarantors May Consolidate, etc., on Certain Terms.

Except as otherwise provided in Section 11.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

(1) immediately after giving effect to such transaction, no Default or Event of Default exists; and

(2) either:

(a) subject to Section 11.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and the Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee; or

(b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof.

In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Section 11.06 Releases.

(a) In the event of any liquidation, sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in

84

accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.

(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.

(c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee.

Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 11.

ARTICLE 12

SATISFACTION AND DISCHARGE

Section 12.01 Satisfaction and Discharge.

This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when:

(1) either:

(a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or

(b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and

85

(4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be.

In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 12.01, the provisions of Sections 12.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Section 12.02 Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 12.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium and Liquidated Damages, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 12.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.01 hereof; provided that if the Company has made any payment of principal of, premium or Liquidated Damages, if any, or interest on, any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 13

MISCELLANEOUS

Section 13.01 Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties will control.

86

Section 13.02 Notices.

Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Company:

SGS International, Inc.

626 West Main Street

Suite 500

Louisville, KY 40202

Facsimile No.: (502) 634-5298

Attention: President

With a copy to:

Dechert LLP

30 Rockefeller Plaza

New York, NY 10112

Facsimile No.: (215) 655-2491

Attention: Craig Godshall, Esq.

If to the Trustee:

Wells Fargo Bank, National Association

213 Court Street, Suite 703

Middletown, CT 06457

Facsimile No.: (860) 704-6219

Attention: Joseph O’Donnell

The Company, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) will be deemed to have been duly given; at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication will also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company mails a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.

Section 13.03 Communication by Holders of Notes with Other Holders of Notes.

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

87

Section 13.04 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 13.05 Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must include:

(1) a statement that the Person making such certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

Section 13.06 Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders.

No past, present or future director, officer, employee, incorporator, stockholder, or any controlling person, within the meaning of the Securities Act, of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. This waiver may not be effective to waive liabilities under the federal securities laws.

88

Section 13.08 Governing Law.

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 13.09 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 13.10 Successors.

All agreements of the Company in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 11.05 hereof.

Section 13.11 Severability.

In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 13.12 Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

Section 13.13 Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

[Signatures on following page]

89

SIGNATURES

Dated as of December 30, 2005

(SGS INDENTURE)

(SGS INDENTURE)

(SGS INDENTURE)

[Face of Note]

CUSIP/CINS             

12% Senior Subordinated Notes due 2013

No. ______ $                    

SGS INTERNATIONAL, INC.

promises to pay to                                                         or registered assigns,

the principal sum of                                                                                                                                                                     DOLLARS on December 15, 2013.

Interest Payment Dates: June 15 and December 15

Record Dates: June 1 and December 1

Dated:                     , 200  

SGS INTERNATIONAL, INC.
By:
	Name:
	Title:

This is one of the Notes referred to in the within-mentioned Indenture:
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
By:
	Authorized Signatory

A1-1

[Back of Note]

12% Senior Subordinated Notes due 2013

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1) INTEREST. SGS International, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 12% per annum from                     , 20     until maturity and shall pay the Liquidated Damages, if any, payable pursuant to Section 4 of the Registration Rights Agreement referred to below. The Company will pay interest and Liquidated Damages, if any, semi-annually in arrears on June 15 and December 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be                     , 20    . The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages, if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

(2) METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest) and Liquidated Damages, if any, to the Persons who are registered Holders of Notes at the close of business on the June 1 or December 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and Liquidated Damages, if any, and interest at the office or agency of the Company maintained for such purpose, or, at the option of the Company, payment of interest and Liquidated Damages, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Liquidated Damages, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided that Liquidated Damages may be paid through the issuance of additional Notes having an Accreted Value at the time of issuance equal to the amount of Liquidated Damages so paid.

A1-2

(3) PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

(4) INDENTURE. The Company issued the Notes under an Indenture dated as of December 30, 2005 (the “Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TLA. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Company. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder.

(5) OPTIONAL REDEMPTION.

(a) At any time prior to December 15, 2008, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 112% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Public Equity Offerings (other than Disqualified Stock) of the Company, Parent or any of their respective successors; provided that:

1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

2) the redemption occurs within 45 days of the date of the closing of such Public Equity Offering.

(b) On or after December 15, 2009, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on December 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2009	106.000	%
2010	103.000	%
2011 and thereafter	100.000	%

Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

(c) At any time prior to December 15, 2009, the Company may also redeem all or a part of the Notes upon not less than 10 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid

A1-3

interest and Liquidated Damages, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

(6) MANDATORY REDEMPTION.

The Company is not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

(7) REPURCHASE AT THE OPTION OF HOLDER.

Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, on the notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (in either case, the “Change of Control Payment”). Within ten days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “‘Option of Holder to Elect Purchase” attached to the Notes.

(8) NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. Notes in denominations larger than $1,000

A1-4

may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed.

(9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000 thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

(10) PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

(11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing Default or Event or Default or compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated December 15, 2005, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

(12) DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to the Notes, whether or not prohibited by the subordination provisions of the Indenture; (ii) default in the payment when due of the principal of, or premium, if any, on, the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, whether or not prohibited by the subordination provisions of the Indenture, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Section 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes including Additional Notes, if any, then outstanding

A1-5

voting as a single class to comply with any of the other agreements in the Indenture or the Notes; (v) default under certain other agreements relating to Indebtedness of the Company which default results in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (viii) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf denies or disaffirms its obligations under such Guarantor’s Note Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium or Liquidated Damages, if any,) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium or Liquidated Damages, if any, on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

(13) SUBORDINATION. Payment of principal, interest and premium and Liquidated Damages, if any, on the Notes is subordinated to the prior payment of Senior Debt on the terms provided in the Indenture.

(14) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

(15) NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator or stockholder of the Company or any of the Guarantors, as such, will not have any liability for any obligations of the Company or the Guarantors under the Notes, the Note Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

(16) AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(17) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT ( = tenants by the

A1-6

entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(18) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Registration Rights Agreement dated as of December 30, 2005, among the Company, the Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights agreements, if any, among the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”).

(19) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

(20) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to:

SGS International, Inc.

626 West Main Street

Suite 500

Louisville, KY 40202

Attention: President

A1-7

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax l.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                                                                                                      to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:

Your Signature:

        (Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:                     

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A1-8

Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

¨ Section 4.10                    ¨ Section 4.15

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:

$                    

Date:                     

Your Signature:

        (Sign exactly as your name appears on the face of this Note)

Tax Identification No.:                                                  

Signature Guarantee*:                     

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A1-9

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchanee Amount of decrease in
Principal Amount of
this Global Note Amount of increase in
Principal Amount of
this Global Note Principal Amount of
this Global Note
following such
decrease (or increase) Signature of authorized
officer of Trustee or
Custodian

* This schedule should be included only if the Note is issued in global form.

A1-10

[Face of Regulation S Temporary Global Note]

CUSIP/CINS             

12% Senior Subordinated Notes due 2013

No.          $                     

SGS International, Inc.

promises to pay to CEDE & CO. or registered assigns,

the principal sum of                                                                                                                                                                     DOLLARS on December 15, 2013.

Interest Payment Dates: June 15 and December 15

Record Dates: June 1 and December 1

Dated:                     , 200  

SGS INTERNATIONAL, INC.
By:
	Name:
	Title:

This is one of the Notes referred to in the within-mentioned Indenture:
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
By:
	Authorized Signatory

A2-1

[Back of Regulation S Temporary Global Note]

12% Senior Subordinated Notes due 2013

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF SGS INTERNATIONAL, INC.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT OF SGS INTERNATIONAL, INC. THAT (A) SUCH NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(A) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE I44A UNDER THE SECURITIES ACT), PURCHASING FOR ITS OWN ACCOUNT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES

A2-2

ACT, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (D) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 (A)(l), (2), (3) OR (7) UNDER THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”) THAT IS PURCHASING AT LEAST $100,000 OF NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AN INSTITUTIONAL ACCREDITED INVESTOR OR (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; PROVIDED THAT IN THE CASE OF A TRANSFER UNDER CLAUSE (E) SUCH TRANSFER IS SUBJECT TO THE RECEIPT BY THE TRUSTEE OF A CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (2) TO SYS INTERNATIONAL, INC. OR ANY OF ITS SUBSIDIARIES OR (3) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND THE INDENTURE GOVERNING THE NOTES AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE NOTE EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. IF ANY RESALE OR OTHER TRANSFER OF ANY NOTE IS PROPOSED TO BE MADE UNDER CLAUSE (A)(1)(D) ABOVE WHILE THESE TRANSFER RESTRICTIONS ARE IN FORCE THEN THE TRANSFEROR SHALL DELIVER A LETTER FROM THE TRANSFEREE TO THE TRUSTEE WHICH SHALL PROVIDE, AMONG OTHER THINGS, THAT THE TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR AND THAT IT IS ACQUIRING THE SECURITIES FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT.

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1) INTEREST. SGS International, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 12% per annum from                     , 20     until maturity and shall pay the Liquidated Damages, if any, payable pursuant to Section 4 of the Registration Rights Agreement referred to below. The Company will pay interest and Liquidated Damages, if any, semi-annually in arrears on June 15 and December 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be                     , 20    . The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages, if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

Until this Regulation S Temporary Global Note is exchanged for one or more Regulation S Permanent Global Notes, the Holder hereof shall not be entitled to receive payments of interest hereon;

A2-3

until so exchanged in full, this Regulation S Temporary Global Note shall in all other respects be entitled to the same benefits as other Notes under the Indenture.

(2) METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest) and Liquidated Damages, if any, to the Persons who are registered Holders of Notes at the close of business on the June 1 or December 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and Liquidated Damages, if any, and interest at the office or agency of the Company maintained for such purpose, or, at the option of the Company, payment of interest and Liquidated Damages, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Liquidated Damages, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided that Liquidated Damages may be paid through the issuance of additional Notes having an Accreted Value at the time of issuance equal to the amount of Liquidated Damages so paid.

(3) PAYING AGENT AND REGISTRAR. Initially, Wells Fargo National Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

(4) INDENTURE. The Company issued the Notes under an Indenture dated as of December 30, 2005 {the “Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Company. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder.

(5) OPTIONAL REDEMPTION.

(a) At any time prior to December 15, 2008, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 112% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Public Equity Offerings (other than Disqualified Stock) of the Company, Parent or any of their respective successors; provided that:

1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

2) the redemption occurs within 45 days of the date of the closing of such Public Equity Offering.

A2-4

(b) On or after December 15, 2009, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on December 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2009	106.000	%
2010	103.000	%
2011 and thereafter	100.000	%

Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

(c) At any time prior to December 15, 2009, the Company may also redeem all or a part of the Notes upon not less than 10 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

(6) MANDATORY REDEMPTION.

The Company is not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

(7) REPURCHASE AT THE OPTION OF HOLDER.

Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, on the notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (in either case, the “Change of Control Payment”). Within ten days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will commence an offer to all Holders of Notes and all holders of other Indebtedness that is part passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an

A2-5

amount equal to 100% of the principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

(8) NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed.

(9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000 thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

(10) PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

(11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing Default or Event or Default or compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in order to effect or

A2-6

maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated December 15, 2005, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

(12) DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to the Notes, whether or not prohibited by the subordination provisions of the Indenture; (ii) default in the payment when due of the principal of, or premium, if any, on, the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, whether or not prohibited by the subordination provisions of the Indenture, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Section 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes including Additional Notes, if any, then outstanding voting as a single class to comply with any of the other agreements in the Indenture or the Notes; (v) default under certain other agreements relating to Indebtedness of the Company which default results in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (viii) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf denies or disaffirms its obligations under such Guarantor’s Note Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium or Liquidated Damages, if any,) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium or Liquidated Damages, if any, on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

(13) SUBORDINATION. Payment of principal, interest and premium and Liquidated Damages, if any, on the Notes is subordinated to the prior payment of Senior Debt on the terms provided in the Indenture.

A2-7

(14) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

(15) NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator or stockholder of the Company or any of the Guarantors, as such, will not have any liability for any obligations of the Company or the Guarantors under the Notes, the Note Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

(16) AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(17) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(18) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Registration Rights Agreement dated as of December 30, 2005, among the Company, the Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights agreements, if any, among the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”).

(19) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

(20) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to:

SGS International, Inc.

626 West Main Street

Suite 500

Louisville, KY 40202

Attention: President

A2-8

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: _______________________________________________________________________

                                                                                                                               (Insert assignee’s legal name)

(Insert assignee’s soc. sec, or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint _______________________________________________________________________________________

to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date: __________________

YourSignature:

(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*: ______________________

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A2-9

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

¨ Section 4.10                 ¨ Section 4.15

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:

$_____________

Date:  ______________

Your Signature:

(Sign exactly as your name appears on the face of this Note)

Tax Identification No.: ________________________

Signature Guarantee*: _____________________

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A2-10

SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY

GLOBAL NOTE

The following exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or exchanges of a part of another other Restricted Global Note for an interest in this Regulation S Temporary Global Note, have been made:

Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease for increase) Signature of authorized officer of Trustee or Custodian

A2-11

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

SGS International, Inc.

626 West Main Street

Suite 500

Louisville, KY 40202

Wells Fargo Bank, National Association

213 Court Street, Suite 703

Middletown, CT 06457

Re: 12% Senior Subordinated Notes Due 2013

Reference is hereby made to the Indenture, dated as of December 30, 2005 (the “Indenture”), among SGS International, Inc., as issuer (the “Company”), the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                                 , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $                         in such Note[s] or interests (the “Transfer”), to                                      (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. ¨ Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

2. ¨ Check if Transferee will take delivery of a beneficial interest in the Regulation S Temporary Global Note, or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the

B-1

expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Temporary Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

3. ¨ Check and complete if Transferee will take delivery of a beneficial interest in the IAI Global Note or a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) ¨ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b) ¨ such Transfer is being effected to the Company or a subsidiary thereof;

or

(c) ¨ such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act;

or

(d) ¨ such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) if such Transfer is in respect of a principal amount of Notes at the time of transfer of less than $250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or the Restricted Definitive Notes and in the Indenture and the Securities Act.

4. ¨ Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

(a) ¨ Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the

B-2

United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b) ¨ Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c) ¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Transferor]

By:
	Name:
	Title:

Dated: _____________________

B-3

ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) ¨    a beneficial interest in the:

(i) ¨    144A Global Note (CUSIP                     ), or

(ii) ¨    Regulation S Global Note (CUSIP                     ), or

(iii) ¨    IAI Global Note (CUSIP                     ); or

(b) ¨    a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

(a) ¨    a beneficial interest in the:

(i) ¨    144A Global Note (CUSIP                     ), or

(ii) ¨    Regulation S Global Note (CUSIP                     ), or

(iii) ¨    IAI Global Note (CUSIP                     ); or

(iv) ¨    Unrestricted Global Note (CUSIP                     ); or

(b) ¨    a Restricted Definitive Note; or

(c) ¨     an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

B-4

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

SGS International, Inc.

626 West Main Street

Suite 500

Louisville, KY 40202

Wells Fargo Bank, National Association

213 Court Street, Suite 703

Middletown, CT 06457

Re: 12% Senior Subordinated Notes Due 2013

(CUSIP                     )

Reference is hereby made to the Indenture, dated as of December 30, 2005 (the “Indenture”), among SGS International, Inc., as issuer (the “Company”), the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                         , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $                     in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

(a)  ¨ Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b)  ¨ Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(c)  ¨ Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is

C-l

being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(d)  ¨ Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

(a)  ¨ Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

(b)  ¨ Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ¨144A Global Note, ¨ Regulation S Global Note, ¨ IAI Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

	[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:                     

C-2

EXHIBIT D

FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

SGS International, Inc.

626 West Main Street

Suite 500

Louisville, KY 40202

Wells Fargo Bank, National Association

213 Court Street, Suite 703

Middletown, CT 06457

Re: 12% Senior Subordinated Notes Due 2013

Reference is hereby made to the Indenture, dated as of December 30, 2005 (the “Indenture”), among SGS International, Inc., as issuer (the “Company”), the Guarantors party thereto and Wetls Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of $                         aggregate principal amount of:

(a) ¨ a beneficial interest in a Global Note, or

(b) ¨ a Definitive Note,

we confirm that:

1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”).

2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and, if such transfer is in respect of a principal amount of Notes, at the time of transfer of less than $250,000, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other

D-1

information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

5. We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

[Insert Name of Accredited Investor]

By:
	Name:
	Title:

Dated: __________________

D-2

EXHIBIT E

[FORM OF NOTATION OF GUARANTEE]

For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of December 30, 2005 (the “Indenture”) among SGS International, Inc. (the “Company”), the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and Liquidated Damages, if any, and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article 11 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose; provided, however, that the Indebtedness evidenced by this Note Guarantee shall cease to be so subordinated and subject in right of payment upon any defeasance of this Note in accordance with the provisions of the Indenture.

Capitalized terms used but not defined herein have the meanings given to them in the Indenture.

[NAME OF GUARANTOR(S)]
By:
	Name:
	Title:

E-1

EXHIBIT F

[FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of                         , 200  , among                                  (the “Guaranteeing Subsidiary”), a subsidiary of SGS International, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of December 30, 2005 providing for the issuance of 12% Senior Subordinated Notes due 2013 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 11 thereof.

4. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

F-1

7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

F-2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated:                             , 20    

[GUARANTEEING SUBSIDIARY]
By:
	Name:
	Title:
SGS INTERNATIONAL, INC.
By:
	Name:
	Title:
[EXISTING GUARANTORS]
By:
	Name:
	Title:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:
	Authorized Signatory

F-3

EX-4.6

Exhibit 4.6

Execution Copy

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE dated as of April 25, 2006 (this “Supplemental Indenture”), among SGS International, Inc., a Delaware corporation (the “Company”), Southern Graphic Systems, Inc., a Kentucky corporation (the “Existing Guarantor”), Project Dove Holdco, Inc., a Delaware corporation (the “New Guarantor”) and Wells Fargo Bank, N.A., as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Company and Existing Guarantor have heretofore executed and delivered to the Trustee an Indenture dated as of December 30, 2005 (the “Indenture”) (capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture), providing for the issuance by the Company of $200,000,000 aggregate principal amount of 12% Senior Subordinated Notes due 2013 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the New Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”);

WHEREAS, Section 9.01 of the Indenture provides that the Trustee is authorized to execute and deliver this Supplemental Indenture, approving the Note Guarantee, without receiving signed written consents of the Holders of at least a majority in the aggregate principal amount of the outstanding Notes;

WHEREAS, Section 9.02 of the Indenture provides that the Company and the Trustee are required to receive the consent of the Holders of at least a majority in the aggregate principal amount of the outstanding Notes for certain amendments or supplements to the Indenture; and

WHEREAS, the Company has received signed written consents of the Holders of at least a majority in the aggregate principal amount of the outstanding Notes entitled to consent to the amendments to the Indenture contained in Sections 1 and 2 of this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

1. Amendments to Certain Definitions. Section 1.01 of the Indenture (Definitions) is hereby amended as follows:

(a) The definition of “Existing Indebtedness” is hereby amended by amending and restating the definition as follows:

“Existing Indebtedness” means Indebtedness of the Company and its Subsidiaries in existence on the date of this Indenture after giving effect to the Transaction, excluding for the

Execution Copy

avoidance of doubt the Notes and Indebtedness under the Credit Agreement (including any debt incurred thereunder by Foreign Subsidiaries), until such amounts are repaid.

2. Additional Amendments. Section 4.09 of the Indenture (Incurrence of Indebtedness) is hereby amended by amending and replacing clause (b)(1) thereof as follows:

(1) the incurrence by the Company and any Guarantor of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this Section 4.09(b)(1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed $195.0 million less the aggregate amount of all repayments, optional or mandatory, of the principal of any term Indebtedness under a Credit Facility (other than repayments that are concurrently refunded or refinanced) that have been made by the Company or any of its Restricted Subsidiaries since the date of this Indenture, less the aggregate amount of all commitment reductions with respect to any revolving credit borrowings under a Credit Facility that have been made by the Company or any of its Restricted Subsidiaries since the date of this Indenture; provided, that Foreign Subsidiaries that are not guarantors of domestic Indebtedness shall be able to incur Indebtedness in an aggregate principal amount at any one time outstanding under this Section 4.09(b)(1) not to exceed $20.0 million of Indebtedness under Credit Facilities (or the equivalent thereof, measured at the time of each incurrence, in applicable foreign currency);

3. Agreement to Guarantee. The New Guarantor hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 11 thereof.

4. No Recourse Against Others. No past, present or future director, officer, employee, incorporator, stockholder or agent of the New Guarantor, as such, shall have any liability for any obligations of the Company or any Guarantor under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

5. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of the Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

6. Construction. For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

Execution Copy

7. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.

8. Trustee Makes No Representation. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Issuers.

9. Multiple Counterparts. The parties may sign multiple counterparts of this Supplemental Indenture. Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement.

10. Headings. The headings of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Execution Copy

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date and year first above written.

SGS INTERNATIONAL, INC.
By:	/s/ HENRY R. BAUGHMAN
	Name:	Henry R. Baughman
	Title:	President and Chief Executive Officer

SOUTHERN GRAPHIC SYSTEMS, INC.
By:	/s/ HENRY R. BAUGHMAN
	Name:	Henry R. Baughman
	Title:	President and Chief Executive Officer

PROJECT DOVE HOLDCO, INC.
By:	/s/ LUCA C. NACCARATO
	Name:	Luca C. Naccarato
	Title:	President

Execution Copy

WELLS FARGO BANK, N.A. as Trustee
By:	/s/ LYNN M. STEINER
Name:	Lynn M. Steiner
Title:	Vice President

EX-4.7

Exhibit 4.7

Execution Copy

REGISTRATION RIGHTS AGREEMENT

Dated as of December 30, 2005

By and Among

SGS INTERNATIONAL, INC.

and

THE GUARANTORS NAMED HEREIN

as Issuers,

and

UBS SECURITIES LLC and LEHMAN BROTHERS INC.,

as Initial Purchasers

12% Senior Subordinated Notes due 2013

TABLE OF CONTENTS

		Page
1.	Definitions
2.	Exchange Offer	4
3.	Shelf Registration	7
4.	Liquidated Damages	8
5.	Registration Procedures	9
6.	Registration Expenses	16
7.	Indemnification	17
8.	Rules 144 and 144A	20
9.	Underwritten Registrations	20
10.	Miscellaneous	20
	(a)    No Inconsistent Agreements	20
	(b)    Adjustments Affecting Registrable Notes	20
	(c)    Amendments and Waivers	21
	(d)    Notices	21
	(e)    Successors and Assigns	22
	(f)     Counterparts	22
	(g)    Headings	22
	(h)    Governing Law	22
	(i)     Severability	22
	(j)     Securities Held by the Issuers or Their Respective Affiliates	22
	(k)    Third-Party Beneficiaries	23
	(l)     Attorneys’ Fees	23
	(m)   Entire Agreement	23
SIGNATURES		S-1

i

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is dated as of December 30, 2005, by and among SGS International, Inc., a Delaware corporation (the “Company”), each of the Guarantors that are listed on Schedule I hereto (collectively, with any entity that in the future executes a supplemental indenture pursuant to which such entity agrees to guarantee the Notes (as defined herein), the “Guarantors” and, together with the Company, the “Issuers”), and UBS Securities LLC and Lehman Brothers Inc. (the “Initial Purchasers”).

This Agreement is entered into in connection with the Purchase Agreement, dated as of December 15, 2005, by and among the Issuers and the Initial Purchasers (the “Purchase Agreement”), relating to the offering of $200,000,000 aggregate principal amount of the Company’s 12% Senior Subordinated Notes due 2013 (the “Notes”). The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Notes under the Purchase Agreement.

The parties hereby agree as follows:

Section 1. Definitions

As used in this Agreement, the following terms shall have the following meanings:

“action” shall have the meaning set forth in Section 7(c) hereof.

“Advice” shall have the meaning set forth in Section 5 hereof.

“Agreement” shall have the meaning set forth in the first introductory paragraph hereto.

“Applicable Period” shall have the meaning set forth in Section 2(b) hereof.

“Board of Directors” shall have the meaning set forth in Section 5 hereof.

“Business Day” shall mean a day that is not a Legal Holiday.

“Commission” shall mean the Securities and Exchange Commission.

“Day” shall mean a calendar day.

“Damages Payment Date” shall have the meaning set forth in Section 4(b) hereof.

“Delay Period” shall have the meaning set forth in Section 5 hereof.

“Effectiveness Period” shall have the meaning set forth in Section 3(b) hereof.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Exchange Notes” shall have the meaning set forth in Section 2(a) hereof.

“Exchange Offer” shall have the meaning set forth in Section 2(a) hereof.

1

“Exchange Offer Registration Statement” shall have the meaning set forth in Section 2(a) hereof.

“Holder” shall mean any holder of a Registrable Note or Registrable Notes.

“Indenture” shall mean the Indenture, dated as of December 30, 2005, by and between the Issuers and Wells Fargo Bank, National Association, as trustee, pursuant to which the Notes are being issued, as amended or supplemented from time to time in accordance with the terms thereof.

“Initial Purchasers” shall have the meaning set forth in the first introductory paragraph hereof.

“Inspectors” shall have the meaning set forth in Section 5(n) hereof.

“Issue Date” shall mean December 30, 2005, the date of original issuance of the Notes.

“Issuers” shall have the meaning set forth in the introductory paragraph hereto and shall also include the Issuers’ permitted successors and assigns.

“Legal Holiday” shall mean a Saturday, a Sunday or a day on which banking institutions in New York, New York are required by law, regulation or executive order to remain closed.

“Liquidated Damages” shall have the meaning set forth in Section 4(a) hereof.

“Losses” shall have the meaning set forth in Section 7(a) hereof.

“NASD” shall have the meaning set forth in Section 5(s) hereof.

“Notes” shall have the meaning set forth in the second introductory paragraph hereto.

“Participant” shall have the meaning set forth in Section 7(a) hereof.

“Participating Broker-Dealer” shall have the meaning set forth in Section 2(b) hereof.

“Person” shall mean an individual, corporation, partnership, joint venture association, joint stock company, trust, unincorporated organization, limited liability company, government or any agency or political subdivision thereof or any other entity.

“Private Exchange” shall have the meaning set forth in Section 2(b) hereof.

“Private Exchange Notes” shall have the meaning set forth in Section 2(b) hereof.

“Prospectus” shall mean the prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

2

“Purchase Agreement” shall have the meaning set forth in the second introductory paragraph hereof.

“Records” shall have the meaning set forth in Section 5(n) hereof.

“Registrable Notes” shall mean each Note upon its original issuance and at all times subsequent thereto, each Exchange Note as to which Section 2(c)(iii) hereof is applicable upon original issuance and at all times subsequent thereto and each Private Exchange Note upon original issuance thereof and at all times subsequent thereto, in each case until (i) a Registration Statement (other than, with respect to any Exchange Note as to which Section 2(c)(iii) hereof is applicable, the Exchange Offer Registration Statement) covering such Note, Exchange Note or Private Exchange Note has been declared effective by the Commission and such Note, Exchange Note or such Private Exchange Note, as the case may be, has been disposed of in accordance with such effective Registration Statement, (ii) such Note has been exchanged pursuant to the Exchange Offer for an Exchange Note or Exchange Notes that may be resold without restriction under state and federal securities laws, (iii) such Note, Exchange Note or Private Exchange Note, as the case may be, ceases to be outstanding for purposes of the Indenture or (iv) such Note, Exchange Note or Private Exchange Note has been sold in compliance with Rule 144 or is salable pursuant to Rule I44(k).

“Registration Default” shall have the meaning set forth in Section 4(a) hereof.

“Registration Statement” shall mean any appropriate registration statement of the Issuers covering any of the Registrable Notes filed with the Commission under the Securities Act, and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Requesting Participating Broker-Dealer” shall have the meaning set forth in Section 2(b) hereof.

“Rule 144” shall mean Rule 144 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other than Rule 144A) or regulation hereafter adopted by the Commission providing for offers and sales of securities made in compliance therewith resulting in offers and sales by subsequent holders that are not affiliates of an issuer of such securities being free of the registration and prospectus delivery requirements of the Securities Act.

“Rule 144A” shall mean Rule 144A promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other than Rule 144) or regulation hereafter adopted by the Commission.

“Rule 415” shall mean Rule 415 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Shelf Filing Event” shall have the meaning set forth in Section 2(c) hereof.

“Shelf Registration” shall have the meaning set forth in Section 3(a) hereof.

3

“Shelf Registration Statement” shall mean a Registration Statement filed in connection with a Shelf Registration.

“TIA” shall mean the Trust Indenture Act of 1939, as amended.

“Trustee” shall mean the trustee under the Indenture and the trustee (if any) under any indenture governing the Exchange Notes and Private Exchange Notes.

“Underwritten registration or underwritten offering” shall mean a registration in which securities of the Issuers are sold to an underwriter for reoffering to the public.

Section 2. Exchange Offer

(a) The Issuers shall (i) file a Registration Statement (the “Exchange Offer Registration Statement”) within 120 days after the Issue Date with the Commission on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (the “Exchange Notes”) that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or prior to 180 days after the Issue Date and (iii) unless the Exchange Offer would not be permitted by applicable law or Commission policy, (a) commence the Exchange Offer and (b) use all commercially reasonable efforts to issue on or prior to 30 Business Days, or longer, if required by the federal securities laws, after the date on which the Exchange Offer Registration Statement was declared effective by the Commission, the Exchange Notes in exchange for surrender of all Notes validly tendered and not withdrawn prior thereto in the Exchange Offer. The Issuers shall keep the Exchange Offer open for not less than 30 days (or longer if required by applicable law) after the date notice of the Exchange Offer is mailed to Holders.

Each Holder that participates in the Exchange Offer will be required to represent to the Issuers in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate of the Issuers (within the meaning of the Securities Act) or, if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes, (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any resale of such Exchange Notes and (vi) such Holder has full power and authority to transfer the Notes in exchange for the Exchange Notes and that the Issuers will acquire good and unencumbered title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims.

(b) The Issuers and the Initial Purchasers acknowledge that the staff of the Commission has taken the position that any broker-dealer that elects to exchange Notes that were acquired by such broker-dealer for its own account as a result of market-making or other trading activities for Exchange Notes in the Exchange Offer (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the

4

requirements of the Securities Act in connection with any resale of such Exchange Notes (other than a resale of an unsold allotment resulting from the original offering of the Notes).

The Issuers and the Initial Purchasers also acknowledge that the staff of the Commission has taken the position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Notes, without naming the Participating Broker-Dealers or specifying the amount of Exchange Notes owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations under the Securities Act in connection with resales of Exchange Notes for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

In light of the foregoing, if requested by a Participating Broker-Dealer (a “Requesting Participating Broker-Dealer”), the Issuers agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective for a period not to exceed 180 days after the date on which the Exchange Registration Statement is declared effective, or such longer period if extended pursuant to the last paragraph of Section 5 hereof (such period, the “Applicable Period”), or such earlier date as all Requesting Participating Broker-Dealers shall have notified the Issuers in writing that such Requesting Participating Broker-Dealers have resold all Exchange Notes acquired in the Exchange Offer. The Issuers shall include a plan of distribution in such Exchange Offer Registration Statement that meets the requirements set forth in the preceding paragraph.

If, prior to consummation of the Exchange Offer, the Initial Purchasers or any Holder, as the case may be, holds any Notes acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or if any Holder is not entitled to participate in the Exchange Offer, the Issuers upon the request of the Initial Purchasers or any such Holder, as the case may be, shall simultaneously with the delivery of the Exchange Notes in the Exchange Offer, issue and deliver to the Initial Purchasers or any such Holder, as the case may be, in exchange (the “Private Exchange”) for such Notes held by the Initial Purchasers or any such Holder, as the case may be, a like principal amount of notes (the “Private Exchange Notes”) of the Issuers that are identical in all material respects to the Exchange Notes except that the Private Exchange Notes may be subject to restrictions on transfer and bear a legend to such effect. The Private Exchange Notes shall be issued pursuant to the same indenture as the Exchange Notes and bear the same CUSIP number as the Exchange Notes (if permitted by the CUSIP Service Bureau).

For each Note surrendered in the Exchange Offer, the Holder will receive an Exchange Note having a principal amount equal to that of the surrendered Note. Interest on each Exchange Note and Private Exchange Note issued pursuant to the Exchange Offer and in the Private Exchange will accrue from the last interest payment date on which interest was paid on the Notes surrendered in exchange therefor or, if no interest has been paid on the Notes, from the Issue Date.

Upon consummation of the Exchange Offer in accordance with this Section 2, the Issuers shall have no further registration obligations other than the Issuers’ continuing registration obligations with respect to (i) Private Exchange Notes, (ii) Exchange Notes held by Participating Broker-Dealers and (iii) Notes or Exchange Notes as to which clause (c)(iii) of this Section 2 applies.

5

In connection with the Exchange Offer, the Issuers shall:

(1) mail or cause to be mailed to each Holder entitled to participate in the Exchange Offer a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(2) utilize the services of a depositary for the Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an affiliate thereof;

(3) permit Holders to withdraw tendered Notes at any time prior to the close of business, New York time, on the last Business Day on which the Exchange Offer shall remain open; and

(4) otherwise comply in all material respects with all applicable laws, rules and regulations.

As soon as practicable after the close of the Exchange Offer and the Private Exchange, if any, the Issuers shall:

(1) accept for exchange all Registrable Notes validly tendered and not validly withdrawn by the Holders pursuant to the Exchange Offer and the Private Exchange, if any;

(2) deliver or cause to be delivered to the Trustee for cancellation all Notes so accepted for exchange; and

(3) cause the Trustee to authenticate and deliver promptly to each such Holder of Notes, Exchange Notes or Private Exchange Notes, as the case may be, equal in principal amount to the Registrable Notes of such Holder so accepted for exchange; provided that in the case of any Registrable Notes held in global form by a depositary, authentication and delivery to such depositary of one or more replacement Exchange Notes or Private Exchange Notes in global form in an equivalent principal amount thereto for the account of such Holders in accordance with the Indenture shall satisfy such authentication and delivery requirement.

The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than that (i) the Exchange Offer or Private Exchange, as the case may be, does not violate applicable law or any applicable interpretation of the staff of the Commission, (ii) no action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair the ability of the Issuers to proceed with the Exchange Offer or the Private Exchange, and no material adverse development shall have occurred in any existing action or proceeding with respect to the Issuers and (iii) all governmental approvals shall have been obtained, which approvals the Issuers deem necessary for the consummation of the Exchange Offer or Private Exchange.

The Exchange Notes and the Private Exchange Notes shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture (in either case, with such changes as are necessary to comply with any requirements of the Commission to effect or maintain the qualification thereof under the TIA or exemption from such qualification) and which, in either case, has been qualified under the TIA and shall provide that (a) the Exchange Notes shall not be subject to the transfer restrictions set forth in the Indenture and (b) the Private Exchange Notes shall be subject to the transfer restrictions set forth in the Indenture. The Indenture or such indenture shall provide that the Exchange Notes, the Private Exchange Notes and the Notes shall vote and consent together on all matters as one class and that none of the Exchange Notes, the Private Exchange Notes or the Notes will have the right to vote or consent as a separate class on any matter.

6

(c) In the event that (i) any changes in law or the applicable interpretations of the staff of the Commission do not permit the Issuers to effect the Exchange Offer, (ii) for any reason the Exchange Offer is not consummated within 20 days of the last day permitted by Section 2(a) hereof, (iii) prior to the 20^th day following consummation of the Exchange Offer, any Holder, other than the Initial Purchasers, notifies the Issuers that it is prohibited by law or the applicable interpretations of the staff of the Commission from participating in the Exchange Offer or that it may not resell the Exchange Notes received by it in the Exchange Offer without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales (other than due solely to the status of such Holder as an affiliate of the Issuers within the meaning of the Securities Act) or (iv) in the case of any Initial Purchaser that participates in the Exchange Offer or acquires Private Exchange Notes, such Initial Purchaser notifies the Issuers that it will not or did not receive freely tradeable Exchange Notes in the Exchange Offer in exchange for Notes or Private Exchange Notes that have the status of unsold allotments in an initial distribution (provided that the requirement that a Participating Broker-Dealer deliver a Prospectus in connection with sales of Exchange Notes acquired in the Exchange Offer in exchange for Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes being not “freely tradeable”) (each such event referred to in clauses (i) through (iv) of this sentence, a “Shelf Filing Event”), then upon the request of any such Holder or Initial Purchaser the Issuers shall file a Shelf Registration pursuant to Section 3 hereof.

Section 3. Shelf Registration

If at any time a Shelf Filing Event shall occur, then:

(a) Shelf Registration. The Issuers shall file with the Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iii) is applicable (the “Shelf Registration”). The Issuers shall use all commercially reasonable efforts to file with the Commission the Shelf Registration on or prior to 30 calendar days after such a request from a Holder or Initial Purchaser pursuant to Section 2(c). The Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Shelf Registration.

(b) The Issuers shall use all commercially reasonable efforts (x) to cause the Shelf Registration to be declared effective under the Securities Act on or prior to 90 days after the Shelf Registration is required to be filed with the Commission and (y) to keep the Shelf Registration continuously effective under the Securities Act for the period ending on the date which is two years from the Issue Date, subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when all Registrable Notes covered by the Shelf Registration have been sold in the manner set forth and as contemplated in the Shelf Registration; provided, however, that (i) the Effectiveness Period in respect of the Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein, (ii) the Issuers may suspend the effectiveness of the Shelf Registration Statement by written notice to the Holders solely as a result of (A) the filing of a post-effective amendment to the Shelf Registration Statement to incorporate annual audited financial information with respect to the Issuers where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus or (B) during a Delay Period (as defined below) and (iii) no Holder (other than an Initial Purchaser) shall be entitled to have the

7

Registrable Notes held by it covered by Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder and furnishes to the Issuers and the Trustee in writing, within 20 days after receipt of a request therefore, such information as the Issuers or the Trustee may reasonably request for inclusion in any Shelf Registration Statement.

(c) Supplements and Amendments. The Issuers agree to supplement or make amendments to the Shelf Registration Statement as and when required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, or if reasonably requested by the Holders of a majority in aggregate principal amount of the Registrable Notes covered by such Registration Statement or by any underwriter of such Registrable Notes.

Section 4. Liquidated Damages

(a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if:

(i) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 120th day following the Issue Date or, if that day is not a Business Day, the next day that is a Business Day,

(ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th day following the Issue Date or, if that day is not a Business Day, the next day that is a Business Day or is declared effective by such date but thereafter ceases to be effective or usable, except if the Exchange Offer Registration Statement ceases to be effective or usable as specifically permitted by the penultimate paragraph of Section 5 hereof,

(iii) the Exchange Offer is not consummated within 30 Business Days, or if that day is not a Business Day, the next day that is a Business Day, after Exchange Offer Registration Statement was declared effective by the Commission, or longer if required by federal securities laws; or

(iv) the Shelf Registration Statement is required to be filed but (A) is not declared effective on or prior to 90 days after the Shelf Registration is required to be filed with the Commission, or, if such day is not a Business Day, the next day that is a Business Day or (B) is declared effective by such date but thereafter ceases to be effective or usable, at any time prior to the second anniversary of its effective date, except if the Shelf Registration ceases to be effective or usable as specifically permitted by the penultimate paragraph of Section 5 hereof; provided, further, that such two year period shall be extended by the aggregate number of days of all Delay Periods;

(each such event referred to in clauses (i) through (iv) a “Registration Default”), liquidated damages in the form of additional cash interest (“Liquidated Damages”) will accrue on the affected Notes and the affected Exchange Notes, as applicable. The rate of Liquidated Damages will be 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default, increasing by an additional 0.25% per annum with respect to each subsequent 90-day period up to a maximum amount of additional interest of 1.00% per annum, from and including the date on which any such Registration Default shall occur to, but excluding, the earlier of (1) the date on which all Registration Defaults have been cured or (2) the date on which all the Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the Issuers without further registration under the Securities Act.

8

Notwithstanding the foregoing, (1) the amount of Liquidated Damages payable shall not increase because more than one Registration Default has occurred and is pending and (2) a Holder of Notes or Exchange Notes who is not entitled to the benefits of the Shelf Registration Statement (i.e., such Holder has not elected to include information) shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration Statement. Liquidated Damages shall not accrue with respect to Notes that are not Registrable Notes.

(b) So long as Notes remain outstanding, the Issuers shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Liquidated Damages is required to be paid. Any amounts of Liquidated Damages due pursuant to clauses (a)(i), (a)(ii), (a)(iii) or (a)(iv) of this Section 4 will be payable in cash semi-annually on each June 15 and December 15 (each a “Damages Payment Date”), as more fully set forth in the Indenture and the Notes, to Holders to whom regular interest is payable on such Damages Payment Date with respect to Notes that are Registrable Securities. The amount of Liquidated Damages for Registrable Notes will be determined by multiplying the applicable rate of Liquidated Damages by the aggregate principal amount of all such Registrable Notes outstanding on the Damages Payment Date following such Registration Default in the case of the first such payment of Liquidated Damages with respect to a Registration Default (and thereafter at the next succeeding Damages Payment Date until the cure of such Registration Default), multiplied by a fraction, the numerator of which is the number of days such Liquidated Damages rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

Section 5. Registration Procedures

In connection with the filing of any Registration Statement pursuant to Section 2 or 3 hereof, the Issuers shall effect such registrations to permit the sale of the securities covered thereby in accordance with the intended method or methods of disposition thereof, and pursuant thereto and in connection with any Registration Statement filed by the Issuers hereunder, the Issuers shall:

(a) Prepare and file with the Commission the Registration Statement or Registration Statements prescribed by Section 2 or 3 hereof, and use all commercially reasonable efforts to cause each such Registration Statement to become effective and remain effective as provided herein; provided, however, that if (1) such filing is pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period relating thereto, before filing any Registration Statement or Prospectus or any amendments or supplements thereto, the Issuers shall furnish to and afford the Holders of the Registrable Notes covered by such Registration Statement or each such Participating Broker-Dealer, as the case may be, its counsel (if such counsel is known to the Issuers) and the managing underwriters, if any, a reasonable opportunity to review copies of all such documents (including copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed (in each case at least five Business Days prior to such filing or such later date as is reasonable under the circumstances). The Issuers shall not file any Registration Statement or Prospectus or any amendments or supplements thereto if the Holders of a majority in aggregate principal amount of the Registrable Notes covered by such

9

Registration Statement, or any such Participating Broker-Dealer, as the case may be, its counsel, or the managing underwriters, if any, shall reasonably object on a timely basis.

(b) Prepare and file with the Commission such amendments and post-effective amendments to each Shelf Registration Statement or Exchange Offer Registration Statement, as the case may be, as may be necessary to keep such Registration Statement continuously effective for the Effectiveness Period or the Applicable Period, as the case may be, provided that none of the foregoing shall be required during a Delay Period; cause the related Prospectus to be supplemented by any Prospectus supplement required by applicable law, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act, provided that none of the foregoing shall be required during a Delay Period; and comply with the provisions of the Securities Act and the Exchange Act applicable to them with respect to the disposition of all securities covered by such Registration Statement as so amended or in such Prospectus as so supplemented and with respect to the subsequent resale of any securities being sold by a Participating Broker-Dealer covered by any such Prospectus, in each case, in accordance with the intended methods of distribution set forth in such Registration Statement or Prospectus, as so amended.

(c) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period relating thereto from whom the Issuers have received written notice that such Broker-Dealer will be a Participating Broker-Dealer in the applicable Exchange Offer, notify the selling Holders of Registrable Notes, or each such Participating Broker-Dealer, as the case may be, their counsel and the managing underwriters, if any, as promptly as possible, and, if requested by any such Person, confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective under the Securities Act (including in such notice a written statement that any Holder may, upon request, obtain, at the sole expense of the Issuers, one conformed copy of such Registration Statement or post-effective amendment including financial statements and schedules, documents incorporated or deemed to be incorporated by reference and exhibits), (ii) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or the initiation of any proceedings for that purpose, (iii) if at any time when a Prospectus is required by the Securities Act to be delivered in connection with sales of the Registrable Notes or resales of Exchange Notes by Participating Broker-Dealers the representations and warranties of the Issuers contained in any agreement (including any underwriting agreement) contemplated by Section 5(m)(i) hereof cease to be true and correct in all material respects, (iv) of the receipt by the Issuers of any notification with respect to the suspension of the qualification or exemption from qualification of a Registration Statement or any of the Registrable Notes or the Exchange Notes for offer or sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, (v) of the happening of any event, the existence of any condition or any information becoming known to the Issuers that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in or amendments or supplements to such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of

10

the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (vi) of the Issuers’ determination that a post-effective amendment to a Registration Statement would be appropriate.

(d) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, use all commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of a Prospectus or suspending the qualification (or exemption from qualification) of any of the Registrable Notes or the Exchange Notes, as the case may be, for sale in any jurisdiction, and, if any such order is issued, to use all commercially reasonable efforts to obtain the withdrawal of any such order at the earliest practicable moment.

(e) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period and if reasonably requested by the managing underwriter or underwriters (if any), the Holders of a majority in aggregate principal amount of the Registrable Notes covered by such Registration Statement or any Participating Broker-Dealer, as the case may be, (i) promptly incorporate in such Registration Statement or Prospectus a prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters (if any), such Holders or any Participating Broker-Dealer, as the case may be (based upon advice of counsel), determine is reasonably necessary to be included therein and (ii) make all required filings of such prospectus supplement or such post-effective amendment as soon as practicable after the Issuers have received notification of the matters to be incorporated in such prospectus supplement or post-effective amendment; provided, however, that the Issuers shall not be required to take any action hereunder that would, in the written opinion of counsel to the Issuers, violate applicable laws or, in any event, during any Delay Period.

(f) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, furnish to each selling Holder of Registrable Notes or each such Participating Broker-Dealer, as the case may be, who so requests, its counsel and each managing underwriter, if any, at the sole expense of the Issuers, one conformed copy of the Registration Statement or Registration Statements and each post-effective amendment thereto, including financial statements and schedules, and, if requested, all documents incorporated or deemed to be incorporated therein by reference and all exhibits.

(g) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, deliver to each selling Holder of Registrable Notes or each such Participating Broker-Dealer, as the case may be, its respective counsel, and the underwriters, if any, at the sole expense of the Issuers, as many copies of the Prospectus or Prospectuses (including each form of preliminary prospectus) and each amendment

11

or supplement thereto and any documents incorporated by reference therein as such Persons may reasonably request; and, subject to the last paragraph of this Section 5, the Issuers hereby consent to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders of Registrable Notes or each such Participating Broker-Dealer, as the case may be, and the underwriters or agents, if any, and dealers (if any), in connection with the offering and sale of the Registrable Notes covered by, or the sale by Participating Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and any amendment or supplement thereto.

(h) Prior to any public offering of Registrable Notes or Exchange Notes or any delivery of a Prospectus contained in the Exchange Offer Registration Statement by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, use all commercially reasonable efforts to register or qualify, and to cooperate with the selling Holders of Registrable Notes or each such Participating Broker-Dealer, as the case may be, the managing underwriter or underwriters, if any, and its respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Notes or Exchange Notes, as the case may be, for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any selling Holder, Participating Broker-Dealer, or the managing underwriter or underwriters reasonably request; provided, however, that where Exchange Notes or Registrable Notes are offered other than through an underwritten offering, the Issuers agree to use all commercially reasonable efforts to cause the Issuers’ counsel to perform Blue Sky investigations and file registrations and qualifications required to be filed pursuant to this Section 5(h); keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Exchange Notes or Registrable Notes covered by the applicable Registration Statement; provided, however, that the Issuers shall not be required to (A) qualify generally to do business in any jurisdiction where they are not then so qualified, (B) take any action that would subject them to general service of process in any such jurisdiction where they are not then so subject or (C) subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not then so subject.

(i) If a Shelf Registration is filed pursuant to Section 3 hereof, cooperate with the selling Holders of Registrable Notes and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Notes to be sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with The Depository Trust Company and enable such Registrable Notes to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or selling Holders may request at least five Business Days prior to any sale of such Registrable Notes or Exchange Notes.

(j) Use all commercially reasonable efforts to cause the Registrable Notes or Exchange Notes covered by any Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be reasonably necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Notes or Exchange Notes, except as may be required solely as a consequence of the nature of such selling Holder’s business, in which case the Issuers will cooperate in all reasonable respects with the filing of such Registration Statement and the granting of such approvals.

(k) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2

12

hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, upon the occurrence of any event contemplated by Section 5(c)(v) or 5(c)(vi) hereof, as promptly as practicable prepare and file (subject to Section 5(a) and the penultimate paragraph of this Section 5) with the Commission, at the sole expense of the Issuers, a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Notes being sold thereunder or to the purchasers of the Exchange Notes to whom such Prospectus will be delivered by a Participating Broker-Dealer, any such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(l) Prior to the effective date of the first Registration Statement relating to the Registrable Notes, (i) provide the Trustee with certificates for the Registrable Notes in a form eligible for deposit with The Depository Trust Company and (ii) provide a CUSIP number for the Registrable Notes.

(m) In connection with any underwritten offering of Registrable Notes pursuant to a Shelf Registration, enter into an underwriting agreement as is customary in underwritten offerings of debt securities similar to the Notes and take all such other actions as are reasonably requested by the managing underwriter or underwriters in order to expedite or facilitate the registration or the disposition of such Registrable Notes and, in such connection, (i) make such representations and warranties to, and covenants with, the underwriters with respect to the business of the Issuers and their respective subsidiaries, as then conducted (including any acquired business, properties or entity, if applicable), and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, as are customarily made by issuers to underwriters in underwritten offerings of debt securities similar to the Notes, and confirm the same in writing if and when requested; (ii) use all commercially reasonable efforts to obtain the written opinions of counsel to the Issuers and written updates thereof in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters, addressed to the underwriters covering the matters customarily covered in opinions of counsel to Issuers requested in underwritten offerings of debt securities similar to the Notes; (iii) use all commercially reasonable efforts to obtain “cold comfort” letters and updates thereof in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters from the independent certified public accountants of the Issuers (and, if necessary, any other independent certified public accountants of any subsidiary of the Issuers or of any business acquired by the Issuers for which financial statements and financial data are, or are required to be, included or incorporated by reference in the Registration Statement), addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings of debt securities similar to the Notes; and (iv) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable than those set forth in Section 7 hereof (or such other provisions and procedures acceptable to Holders of a majority in aggregate principal amount of Registrable Notes covered by such Registration Statement and the managing underwriter or underwriters or agents) with respect to all parties to be indemnified pursuant to said Section; provided that the Issuers shall not be required to provide indemnification to any underwriter selected in accordance with the provisions of Section 9 hereof with respect to information relating to such underwriter furnished in writing to the Issuers by or on behalf of such

13

underwriter expressly for inclusion in such Registration Statement. The above shall be done at each closing under such underwriting agreement, or as and to the extent required thereunder.

(n) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, make available for inspection by any selling Holder of such Registrable Notes being sold or each such Participating Broker-Dealer, as the case may be, any underwriter participating in any such disposition of Registrable Notes, if any, and any attorney, accountant or other agent retained by any such selling Holder or each such Participating Broker-Dealer, as the case may be, or underwriter (collectively, the “Inspectors”), upon written request, at the offices where normally kept, during reasonable business hours, pertinent all financial and other records, pertinent corporate documents and instruments of the Issuers and their respective subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and cause the officers, directors and employees of the Issuers and their respective subsidiaries to supply all information reasonably requested by any such Inspector in connection with such Registration Statement and Prospectus. Each Inspector shall agree in writing that it will keep the Records confidential and that it will not disclose, or use in connection with any market transactions in violation of any applicable securities laws, any Records that the Issuers determine, in good faith, to be confidential and that they notify the Inspectors in writing are confidential unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such Registration Statement or Prospectus, (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (iii) disclosure of such information is necessary or advisable in the opinion of counsel for an Inspector in connection with any action, claim, suit or proceeding, directly or indirectly, involving or potentially involving such Inspector and arising out of, based upon, relating to, or involving this Agreement or the Purchase Agreement, or any transactions contemplated hereby or thereby or arising hereunder or thereunder, or (iv) the information in such Records has been made generally available to the public; provided, however, that (i) each Inspector shall agree to use reasonable best efforts to provide notice to the Issuers of the potential disclosure of any information by such Inspector pursuant to clause (i), (ii) or (iii) of this sentence to permit the Issuers to obtain a protective order (or waive the provisions of this paragraph (n)) and (ii) each such Inspector shall take such actions as are reasonably necessary to protect the confidentiality of such information (if practicable) to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of the Holder or any Inspector. Each selling Holder of such Registrable Notes and each Participating Broker-Dealer will be required to agree that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of the Parent, the Issuers or their respective subsidiaries unless and until such is made generally available to the public, provided, however that in no event shall this clause impede the marketing and sale of the transactions contemplated herein.

(o) Provide an indenture trustee for the Registrable Notes or the Exchange Notes, as the case may be, and cause the Indenture or the trust indenture provided for in Section 2(a) hereof to be qualified under the TIA not later than the effective date of the Exchange Offer or the first Registration Statement relating to the Registrable Notes; and in connection therewith, cooperate with the trustee under any such indenture and the Holders of the Registrable Notes or Exchange Notes, as applicable, to effect such changes to such indenture as may be required for such indenture to be so qualified in accordance with the terms of the TIA; and execute, and use all

14

commercially reasonable efforts to cause such trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the Commission to enable such indenture to be so qualified in a timely manner.

(p) Comply with all applicable rules and regulations of the Commission and make generally available to the Issuers’ securityholders earnings statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (which need not be audited) (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any fiscal quarter (or 90 days after the end of any 12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Notes or Exchange Notes are sold to underwriters in a firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Issuers after the effective date of a Registration Statement, which statements shall cover said 12-month periods consistent with the requirements of Rule 158.

(q) Upon the request of a Holder, upon consummation of the Exchange Offer or a Private Exchange, use all commercially reasonable efforts to obtain an opinion of counsel to the Issuers, in a form customary for underwritten transactions, addressed to the Trustee for the benefit of all Holders of Registrable Notes participating in the Exchange Offer or the Private Exchange, as the case may be, that the Exchange Notes or Private Exchange Notes, as the case may be, and the related indenture constitute legal, valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with its respective terms, subject to customary exceptions and qualifications.

(r) If the Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Registrable Notes by Holders to the Issuers (or to such other Person as directed by the Issuers) in exchange for the Exchange Notes or the Private Exchange Notes, as the case may be, mark, or cause to be marked, on such Registrable Notes that such Registrable Notes are being cancelled in exchange for the Exchange Notes or the Private Exchange Notes, as the case may be; provided that in no event shall such Registrable Notes be marked as paid or otherwise satisfied.

(s) Cooperate with each seller of Registrable Notes covered by any Registration Statement and each underwriter, if any, participating in the disposition of such Registrable Notes and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc. (the “NASD”).

(t) Use all commercially reasonable efforts to take all other steps reasonably necessary or advisable to effect the registration of the Exchange Notes and/or Registrable Notes covered by a Registration Statement contemplated hereby.

The Issuers may require each seller of Registrable Notes or Exchange Notes as to which any registration is being effected to furnish to the Issuers such information regarding such seller or Participating Broker-Dealer and the distribution of such Registrable Notes or Exchange Notes as the Issuers may, from time to time, reasonably request. The Issuers may exclude from such registration the Registrable Notes of any seller or Participating Broker-Dealer so long as such seller or Participating Broker-Dealer fails to furnish such information within a reasonable time after receiving such request and in the event of such an exclusion, the Issuers shall have no further obligation under this Agreement (including, without limitation, the obligations under Section 4) with respect to such seller or Participating Broker-Dealer or any subsequent Holder of such Registrable Notes. Each seller or Participating Broker-Dealer as to which any Shelf Registration is being effected agrees to furnish promptly to the Issuers all

15

information required to be disclosed in order to make any information previously furnished to the Issuers by such seller not materially misleading.

If any such Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Issuers, then such Holder shall have the right to require (i) the insertion therein of language, in form and substance reasonably satisfactory to such Holder, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Issuers, or (ii) in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder in any amendment or supplement to the applicable Registration Statement filed or prepared subsequent to the time that such reference ceases to be required.

Each Holder of Registrable Notes and each Participating Broker-Dealer agrees by acquisition of such Registrable Notes or Exchange Notes that, upon actual receipt of any notice from the Issuers (x) of the happening of any event of the kind described in Section 5(c)(ii), 5(c)(iii), 5(c)(iv), or 5(c)(v) hereof, or (y) that the Board of Directors or other comparable governing body of the Issuers (the “Board of Directors”) has resolved that the Issuers have a bona fide business purpose for doing so, then the Issuers may delay the filing or the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (if not then filed or effective, as applicable) and shall not be required to maintain the effectiveness thereof or amend or supplement the Exchange Offer Registration Statement or the Shelf Registration, in all cases, for a period (a “Delay Period”) expiring upon the earlier to occur of (i) in the case of the immediately preceding clause (x), such Holder’s or Participating Broker-Dealer’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 5(k) hereof or until it is advised in writing (the “Advice”) by the Issuers that the use of the applicable Prospectus may be resumed, and has received copies of any amendments or supplements thereto or (ii) in the case of the immediately preceding clause (y), the date which is the earlier of (A) the date on which such business purpose ceases to interfere with the Issuers’ obligations to file or maintain the effectiveness of any such Registration Statement pursuant to this Agreement or (B) 60 days after the Issuers notify the Holders of such good faith determination. There shall not be more than 60 days of Delay Periods during any 12-month period. Each of the Effectiveness Period and the Applicable Period, if applicable, shall be extended by the number of days during any Delay Period. Any Delay Period will not alter the obligations of the Issuers to pay Liquidated Damages under the circumstances set forth in Section 4 hereof (except as noted in Section 4).

In the event of any Delay Period pursuant to clause (y) of the preceding paragraph, notice shall be given as soon as practicable after the Board of Directors makes such a determination of the need for a Delay Period and shall state, to the extent practicable, an estimate of the duration of such Delay Period and shall advise the recipient thereof of the agreement of such Holder provided in the next succeeding sentence. Each Holder, by his acceptance of any Registrable Note, agrees that during any Delay Period, each Holder will discontinue disposition of such Notes or Exchange Notes covered by such Registration Statement or Prospectus or Exchange Notes to be sold by such Holder or Participating Broker-Dealer, as the case may be.

Section 6. Registration Expenses

All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers (other than any underwriting discounts or commissions) shall be borne by the Issuers, whether or not the Exchange Offer Registration Statement or the Shelf Registration is filed or becomes

16

effective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of an Exchange Offer, or (y) as provided in Section 5(h) hereof, in the case of a Shelf Registration or in the case of Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (exclusive of any counsel retained pursuant to Section 7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(m)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) Securities Act liability insurance, if the Issuers desire such insurance, (vii) fees and expenses of all other Persons retained by the Issuers, (viii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties), (ix) the expense of any annual audit, (x) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, indentures and any other documents necessary in order to comply with this Agreement. Notwithstanding the foregoing or anything to the contrary, each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Registrable Notes sold by or on behalf of it.

Section 7. Indemnification

(a) The Issuers agree to indemnify and hold harmless each Holder of Registrable Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls any such Person within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, the agents, employees, officers and directors of each Holder and each such Participating Broker-Dealer and the agents, employees, officers and directors of any such controlling Person (each, a “Participant”) from and against any and all losses, liabilities, claims, damages and expenses (including, but not limited to, reasonable attorneys’ fees and any and all reasonable out-of-pocket expenses actually incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all reasonable amounts paid in settlement of any claim or litigation (in the manner set forth in clause (c) below)) (collectively, “Losses”) to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto) or Prospectus (as amended or supplemented if the Issuers shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by, arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus, in the light of the circumstances

17

under which they were made, not misleading, provided that the foregoing indemnity shall not be available to any Participant insofar as such Losses are caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to such Participant furnished to the Issuers in writing by or on behalf of such Participant expressly for use therein. This indemnity agreement will be in addition to any liability that the Issuers may otherwise have, including, but not limited to, liability under this Agreement.

(b) Each Participant agrees, severally and not jointly, to indemnify and hold harmless the Issuers, each Person, if any, who controls the Issuers within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, and each of its agents, employees, officers and directors and the agents, employees, officers and directors of any such controlling Person from and against any Losses to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto) or Prospectus (as amended or supplemented if the Issuers shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by, arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such Loss arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information relating to such Participant furnished in writing to the Issuers by or on behalf of such Participant expressly for use therein. This indemnity agreement will be in addition to any liability that the Participants may otherwise have, including, but not limited to, liability under this Agreement.

(c) Promptly after receipt by an indemnified party under subsection 7(a) or 7(b) above of notice of the commencement of any action, suit or proceeding (collectively, an “action”), such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each party against whom indemnification is to be sought in writing of the commencement of such action (but the failure so to notify an indemnifying party shall not relieve such indemnifying party from any liability that it may have under this Section 7 except to the extent that it has been prejudiced in any material respect by such failure). In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement of such action, the indemnifying party will be entitled to participate in such action, and to the extent it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense of such action with counsel satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any such action, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying parties in connection with the defense of such action, (ii) the indemnifying parties shall not have employed counsel to take charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) the named parties to such action (including any impleaded parties) include such indemnified party and the indemnifying party or parties (or such indemnifying parties have assumed the defense of such action), and such indemnified party or parties shall have reasonably concluded, that there may be defenses available to it or them that are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such reasonable fees and expenses of counsel shall be borne by the indemnifying parties. In no event shall the indemnifying party be liable for the fees and expenses of more than one counsel (together with appropriate local counsel) at any time for all

18

indemnified parties in connection with any one action or separate but substantially similar or related actions arising in the same jurisdiction out of the same general allegations or circumstances. Any such separate firm for the Participants shall be designated in writing by Participants who sold a majority in interest of Registrable Notes sold by all such Participants and shall be reasonably acceptable to the Issuers and any such separate firm for the Issuers, their respective affiliates, officers, directors, representatives, employees and agents and such control Person of the Issuers shall be designated in writing by the Issuers and shall be reasonably acceptable to the Holders. An indemnifying party shall not be liable for any settlement of any claim or action effected without its written consent, which consent may not be unreasonably withheld. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

(d) In order to provide for contribution in circumstances in which the indemnification provided for in this Section 7 is for any reason held to be unavailable from the indemnifying party, or is insufficient to hold harmless a party indemnified under this Section 7, each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such aggregate Losses (i) in such proportion as is appropriate to reflect the relative benefits received by each indemnifying party, on the one hand, and each indemnified party, on the other hand, from the sale of the Notes to the Initial Purchasers or the resale of the Registrable Notes by such Holder, as applicable, or (ii) if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of each indemnified party, on the one hand, and each indemnifying party, on the other hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. The relative benefits received by the Issuers, on the one hand, and each Participant, on the other hand, shall be deemed to be in the same proportion as (x) the total proceeds from the sale of the Notes to the Initial Purchasers (net of discounts and commissions but before deducting expenses) received by the Issuers are to (y) the total discount and commissions received by such Participant in connection with the sale of the Registrable Notes. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuers or such Participant and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or alleged statement or omission.

(e) The parties agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to above. Notwithstanding the provisions of this Section 7, (i) in no case shall any Participant be required to contribute any amount in excess of the amount by which the net profit received by such Participant in connection with the sale of the Registrable Notes exceeds the amount of any damages that such Participant has otherwise been required to pay by reason of any untrue or alleged untrue statement or omission or alleged omission and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be made against another party or parties under this Section 7, notify such party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have under this Section 7 or otherwise, except to the extent that it has been prejudiced in any material respect by such failure; provided, however, that no additional notice shall

19

be required with respect to any action for which notice has been given under this Section 7 for purposes of indemnification. Anything in this section to the contrary notwithstanding, no party shall be liable for contribution with respect to any action or claim settled without its written consent, provided, however, that such written consent was not unreasonably withheld.

Section 8. Rules 144 and 144A

The Issuers covenant that they will file the reports required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Issuers are not required to file such reports, they will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Issuers further covenant that for so long as any Registrable Notes remain outstanding they will take such further action as any Holder of Registrable Notes may reasonably request from time to time to enable such Holder to sell Registrable Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission.

Section 9. Underwritten Registrations

If any of the Registrable Notes covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Notes included in such offering and shall be reasonably acceptable to the Issuers.

No Holder of Registrable Notes may participate in any underwritten registration hereunder if such Holder does not (a) agree to sell such Holder’s Registrable Notes on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Section 10. Miscellaneous

(a) No Inconsistent Agreements. The Issuers have not, as of the date hereof, and shall not have, after the date of this Agreement, entered into any agreement with respect to any of their securities that is inconsistent with the rights granted to the Holders of Registrable Notes in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not conflict with and are not inconsistent with, in any material respect, the rights granted to the holders of any of the Issuers’ other issued and outstanding securities under any such agreements. The Issuers have not entered and will not enter into any agreement with respect to any of its securities which will grant to any Person piggy-back registration rights with respect to any Registration Statement.

(b) Adjustments Affecting Registrable Notes. The Issuers shall not, directly or indirectly, take any action with respect to the Registrable Notes as a class that would adversely affect the ability of the Holders of Registrable Notes to include such Registrable Notes in a registration undertaken pursuant to this Agreement.

20

(c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given except pursuant to a written agreement duly signed and delivered by (I) the Issuers and (II)(A) the Holders of not less than a majority in aggregate principal amount of the then outstanding Registrable Notes and (B) in circumstances that would adversely affect the Participating Broker-Dealers, the Participating Broker-Dealers holding not less than a majority in aggregate principal amount of the Exchange Notes held by all Participating Broker-Dealers; provided, however, that Section 7 and this Section 10(c) may not be amended, modified or supplemented except pursuant to a written agreement duly signed and delivered by the Issuers and each Holder and each Participating Broker-Dealer (including any Person who was a Holder or Participating Broker-Dealer of Registrable Notes or Exchange Notes, as the case may be, disposed of pursuant to any Registration Statement) affected by any such amendment, modification, supplement or waiver. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Notes whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect, impair, limit or compromise the rights of other Holders of Registrable Notes may be given by Holders of at least a majority in aggregate principal amount of the Registrable Notes being sold pursuant to such Registration Statement.

(d) Notices. All notices and other communications (including, without limitation, any notices or other communications to the Trustee) provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, next-day air courier or telecopier:

(i) if to a Holder of the Registrable Notes or any Participating Broker-Dealer, at the most current address of such Holder or Participating Broker-Dealer, as the case may be, set forth on the records of the registrar under the Indenture.

(ii) if to the Issuers, at the address as follows:

SGS International, Inc.

626 West Main Street, Suite 500

Louisville, KY 40202

Telephone: (502) 637-5443

Fax: (502) 634-5298

Attention: President

With a copy to:

Dechert LLP

30 Rockefeller Plaza

New York, NY 10112

Telephone: (212) 698-3500

Fax number: (212) 698-3599

Attention: Scott Zimmerman, Esq.

21

(iii) if to the Initial Purchasers, at the address as follows:

UBS Securities LLC

677 Washington Boulevard

Stamford, CT 06901

Telephone: (203) 719-8384

Fax number: (212) 719-5499

Attention: High Yield Capital Markets

With a copy at such address to the attention of Legal Department, fax number (203) 719-6177

All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by the recipient’s telecopier machine, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address and in the manner specified in such Indenture.

(e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, the Holders and the Participating Broker-Dealers; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign holds Registrable Notes.

(f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK.

(i) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(j) Securities Held by the Issuers or Their Respective Affiliates. Whenever the consent or approval of Holders of a specified percentage of Registrable Notes is required hereunder, Registrable Notes held by the Issuers or any of their respective affiliates (as such term is defined in Rule 405 under

22

the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(k) Third-Party Beneficiaries. Holders and beneficial owners of Registrable Notes and Participating Broker-Dealers are intended third-party beneficiaries of this Agreement, and this Agreement may be enforced by such Persons. No other Person is intended to be, or shall be construed as, a third-party beneficiary of this Agreement.

(l) Attorneys’ Fees. As between the parties to this Agreement, in any action or proceeding brought to enforce any provision of this Agreement, or where any provision hereof is validly asserted as a defense, the successful party shall be entitled to recover reasonable attorneys’ fees actually incurred in addition to its costs and expenses and any other available remedy.

(m) Entire Agreement. This Agreement, together with the Purchase Agreement and the Indenture, is intended by the parties as a final and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein and any and all prior oral or written agreements, representations, or warranties, contracts, understandings, correspondence, conversations and memoranda between the Holders on the one hand and the Issuers on the other, or between or among any agents, representatives, parents, subsidiaries, affiliates, predecessors in interest or successors in interest with respect to the subject matter hereof and thereof are merged herein and replaced hereby.

23

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

(SGS REGISTRATION RIGHTS AGREEMENT)

(SGS REGISTRATION RIGHTS AGREEMENT)

(SGS REGISTRATION RIGHTS AGREEMENT)

(SGS REGISTRATION RIGHTS AGREEMENT)

EX-5.1

Exhibit 5.1

May 4, 2006

SGS International, Inc.

626 West Main Street, Suite 500

Louisville, KY 40202

Southern Graphic Systems, Inc.

626 West Main Street, Suite 500

Louisville, KY 40202

Project Dove Holdco, Inc.

626 West Main Street, Suite 500

Louisville, KY 40202

Re: Form S-4 Registration Statement

Gentlemen and Ladies:

We have acted as counsel to SGS International, Inc., a Delaware corporation (the “Issuer”), Southern Graphic Systems, Inc., a Kentucky corporation (“SGS”), and Project Dove Holdco, Inc., a Delaware corporation (“Project Dove” and, together with SGS, the “Guarantors”), in connection with the preparation and filing of the Registration Statement on Form S-4 (the “Registration Statement”), filed by the Issuer and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof. Upon the effectiveness of and pursuant to the Registration Statement, the Issuer proposes to offer to exchange up to $200,000,000 aggregate principal amount of the Issuer’s 12% Senior Subordinated Notes due 2013 (the “Exchange Notes”)and the guarantees thereof by the Guarantors (the “New Guarantees”) for an equal aggregate principal amount of the Issuer’s outstanding unregistered 12% Senior Subordinated Notes due 2013 (the “Old

Notes”) and the guarantees thereof by the Guarantors (the “Old Guarantees”). The Exchange Notes are to be issued pursuant to the terms of the Indenture, dated as of December 30, 2005, among the Issuer, SGS and Wells Fargo Bank, N.A., as trustee (the “Trustee”), as supplemented by the Supplemental Indenture dated as of April 25, 2006, by and among the Issuer, the Guarantors and the Trustee (the “Supplemental Indenture”), (as so supplemented, the “Indenture”), which Indenture and Supplemental Indenture are filed as Exhibits 4.3 and 4.6, respectively, to the Registration Statement.

In rendering the opinions expressed below, we have examined originals or copies, certified or otherwise identified to our satisfaction of such records, documents, agreements and certificates, and examined such questions of law, as we have considered necessary or appropriate for the purpose of this opinion letter. In our examination, we have assumed the authenticity of the same, the correctness of the information contained therein, the genuineness of all signatures, the authority of all persons entering and maintaining records or executing documents, agreements and certificates (other than persons executing documents, agreements and certificates on behalf of the Issuer and the Guarantors), and the conformity to authentic originals of all items submitted to us as copies (whether certified, conformed, photostatic or by other electronic means) of records, documents, agreements or certificates. In rendering our opinions, we have relied as to factual matters upon certificates of public officials and certificates and representations of officers of the Issuer and the Guarantors.

In rendering the opinions expressed below, we have assumed that (a) the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes a legal, valid and binding agreement of the Trustee, (b) the Registration Statement will have been declared effective by the Commission, (c) the Indenture will have been qualified under the Trust Indenture Act of 1939, as amended, (d) the Exchange Notes have been duly authorized by the Issuer, (e) the New Guarantees have been duly authorized by the Guarantors, and (f) the Old Notes have been, and the Exchange Notes will have been, duly authenticated and delivered by the Trustee in accordance with the terms of the Indenture. In addition, we have assumed that there will be no changes in applicable law between the date of this opinion and the date of issuance and delivery of the Exchange Notes.

Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that when the Exchange Notes

have been duly executed, authenticated, issued and delivered by or on behalf of the Issuer in exchange for the Old Notes in the manner contemplated by the prospectus included in the Registration Statement, then, the Exchange Notes and New Guarantees will constitute valid and binding obligations of the Issuer and Guarantors, as applicable, enforceable against the Issuer and Guarantors in accordance with the terms of the Exchange Notes and the Indenture, as applicable.

The opinions rendered above are subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws relating to or affecting creditors’ rights generally or debtors’ obligations generally, principles of equity (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

The opinions expressed herein are limited to the General Corporation Law of the State of Delaware and the laws of the United States and the State of New York that, in our experience, are applicable to transactions of the type contemplated by the Exchange Offer, and we express no opinion with respect to the applicability or effect of the laws of any other jurisdiction. Insofar as the opinions expressed herein relate to or depend upon matters governed by the laws of the State of Kentucky, we have assumed, with your permission, that the laws of the State of Kentucky are identical to the laws of the State of New York.

The opinions expressed herein are rendered to the Issuer and the Guarantors in connection with the filing of the Registration Statement and for no other purpose. The opinions expressed herein may not be used or relied on by any other person, and neither this letter nor any copies thereof may be furnished to a third party, filed with a government agency, quoted, cited or otherwise referred to without our prior written consent, except as noted below.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus contained therein. In giving such consent we do not thereby admit that we come within the category of persons whose consent is required under the Securities Act or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ DECHERT LLP

EX-9.1

EXHIBIT 9.1

Execution Copy

STOCKHOLDERS AGREEMENT

SOUTHERN GRAPHICS INC.

Dated as of December 30, 2005

ARTICLE I	COVENANTS AND AGREEMENTS	1
1.1.	Financial Statements and Other Information	1
1.2.	Restrictions on Transfers of Securities	3
1.3.	Right of First Refusal	4
1.4.	Required Sale or Recapitalization	5
1.5.	Tag-Along Rights	6
1.6.	Preemptive Rights	8
1.7.	Fund Activities	10
1.8.	Regulatory Compliance Cooperation	11
ARTICLE II	CORPORATE ACTIONS	11
2.1.	Certificate of Incorporation and Bylaws	11
2.2.	Directors and Voting Agreements	11
2.3.	Right to Remove Certain of the Company’s Directors	12
2.4.	Right to Fill Certain Vacancies in Company’s Board	12
2.5.	Amendment of Certificate of Incorporation and Bylaws	12
2.6.	Requirement for Board Action	12
2.7.	Observers’ Rights	13
ARTICLE III	ADDITIONAL RESTRICTIONS ON TRANSFERS OF THE INCENTIVE SECURITIES HELD BY MANAGEMENT INVESTORS	13
3.1.	Certain Definitions	13
3.2.	Restrictions on Transfer	15
3.3.	Purchase Option	16
3.4.	Involuntary Transfers	18
3.5.	Purchaser Representative	19
3.6.	Section 83(b) Elections	19
ARTICLE IV	REGISTRATION RIGHTS	20
ARTICLE V	DEFINITIONS	20
5.1.	Defined Terms	20
5.2.	Additional Terms	23
ARTICLE VI	MISCELLANEOUS

- i -

6.2.	Survival of Representations and Warranties
6.3.	Successors and Assigns; Entire Agreement
6.4.	Separability
6.5.	Notices
6.6.	Governing Law
6.7.	Headings
6.8.	Counterparts
6.9.	Further Assurances
6.10.	Termination
6.11.	Remedies
6.12.	Party No Longer Owning Securities
6.13.	No Effect on Employment
6.14.	Pronouns
6.15.	Future Investors

- ii -

STOCKHOLDERS AGREEMENT

STOCKHOLDERS AGREEMENT, dated as of December 30, 2005 (the “Agreement”), by and among SOUTHERN GRAPHICS INC., a Delaware corporation (the “Company”), CITIGROUP VENTURE CAPITAL EQUITY PARTNERS, L.P., a Delaware limited partnership, CVC EXECUTIVE FUND LLC, a Delaware limited liability company, CVC/SSB EMPLOYEE FUND, L.P., a Delaware limited partnership (collectively, the “Fund”), certain employees of CVC Management LLC (and Affiliates of such employees) listed on the signature pages hereto (the “CVC Investors”) and each other person or entity that may become a party to this Agreement. The Fund, the CVC Investors and any other investor in the Company who becomes a party to or agrees to be bound by this Agreement are sometimes referred to hereinafter individually as an “Investor” and collectively as the “Investors.”

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

COVENANTS AND AGREEMENTS

1.1. Financial Statements and Other Information.

(a) The Company shall deliver to each Investor and Permitted Transferee as soon as available and in any event within 90 days after the end of each fiscal year of the Company, a consolidated and consolidating balance sheet of the Company and its subsidiaries as of the end of such year, and consolidated and consolidating statements of income and cash flows of the Company and its subsidiaries for the year then ended prepared in conformity with generally accepted accounting principles applied on a consistent basis, except as otherwise noted therein, together with an auditor’s report thereon of a firm of established national reputation.

(b) In addition to the information provided in Section 1.1 (a), the Company shall deliver to each Qualified Investor the following information:

(i) Monthly Statements. As soon as available, but no later than 30 days after the end of each monthly accounting period, an unaudited consolidated financial report of the Company and its Subsidiaries in the form provided to the Company’s senior management which shall include: (A) a profit and loss statement for such monthly accounting period, together with a cumulative profit and loss statement from the first day of the current year to the last day of such monthly accounting period; (B) a balance sheet as at the last day of such monthly accounting period; (C) a cash flow analysis for such monthly accounting period on a cumulative basis for the fiscal year to date; and (D) to the extent otherwise prepared, (x) a comparison between the actual figures for such monthly accounting period and the comparable figures within

- 1 -

the annual budget for such period and (y) a comparison between the current figures and the figures from the prior year for such monthly accounting period, with, in each case, and explanation of any material differences.

(ii) Quarterly Reports. As soon as available, but not later than 45 days after the end of each quarterly accounting period (other than the last quarterly period of each fiscal year), (A) an unaudited consolidated financial report of the Company and its Subsidiaries including, with respect to such quarterly accounting period, the statement referred to in clauses (A) through (C) of the preceding subsection, and (B) a report by management of the Company of the operating and financial highlights of the Company and its Subsidiaries for the three prior monthly accounting periods, which shall include a comparison between (x) the actual figures for such monthly accounting period and the comparable figures within the annual budget for such period and (y) a comparison between the current figures and the figures from the prior year for such monthly accounting period, with, in each case, an explanation of any material differences.

(iii) Budget. Within 30 days prior to the end of each fiscal year of the Company, an annual updated consolidated long-range business and strategic budget and plan, which shall include capital expenditures, cash flow and other financial projections (setting forth in detail the assumptions therefore) for the Company and its Subsidiaries for the immediately following fiscal year of the Company, in each case approved by the Company’s Board of Directors.

(iv) Accounting Reports. Promptly upon becoming available, copies of all reports prepared for or delivered to the management of the Company by its outside accountants in connection with each annual, interim or special audit of the Company’s financial statements made by such accountant.

(v) SEC Filings. Promptly following their filing, copies of any periodic reports, current reports on 8-K (or any successor form), registration statements and prospectuses filed by the Company or any of its Subsidiaries with the Securities and Exchange Commission.

(vi) Miscellaneous. Promptly, from time to time, such other information (in writing is so requested) regarding the assets and properties and operations, business affairs and financial condition of the Company as any Qualified Investor may reasonably request.

(c) Substitute Information. Notwithstanding the provisions of Sections 1.2(b)(i-vi), to the extent that the Company provides information to its senior credit lenders or files information with the Securities and Exchange Commission which is similar in nature, in all material respects, to the information required to be delivered by the Company under Sections 1.2(b)(i-vi), the Company may deliver such other information in lieu of its obligation to provide the applicable similar information under Sections 1.2(b)(i-vi).

- 2 -

(d) Access. The Company and its Subsidiaries shall afford to any Qualified Investor and its employees, counsel and other authorized representatives, during normal business hours, access, upon reasonable advance notice, to all of the books, records and properties of the Company or its Subsidiaries, as applicable, and to make copies of such records and permit such Persons to discuss all aspects of the Company or its Subsidiaries, as applicable, with any officers, employees or accountants of the Company, and the Company and its Subsidiaries shall provide to any Qualified Investor responses to all reasonable written requests from a Qualified Investor for information relating to the Company, its Subsidiaries and their respective operations; provided, however, that such investigation and preparation of responses shall not unreasonably interfere with the operations of the Company or its Subsidiaries, as applicable. The Company and its Subsidiaries will instruct their independent public accountants to discuss such aspects of the financial condition of the Company or its Subsidiaries, as applicable, with any Qualified Investor and its representatives as such Person may reasonably request, and to permit such Qualified Investor and its representatives to inspect, copy and make extracts from such financial statements, analyses, work papers and other documents and information (including electronically stored documents and information) prepared with respect to the Company or its Subsidiaries, as applicable, as such Qualified Investor may reasonably request, subject to such Qualified Investor executing any access agreements required by the Company’s accountants. All cost and expenses incurred by any Qualified Investor and its representatives in connection with exercising such rights of access shall be borne by such Persons, and all out-of-pocket costs and expenses incurred by the Company or its Subsidiaries, as applicable, in complying with any requests by any Qualified Investor and its representatives in connection with exercising such access rights shall be borne by such Qualified Investor.

(e) Confidentiality. Notwithstanding the foregoing, in the event that a Qualified Investor (other than the Fund, one of its Affiliates or a CVC Investor) or Permitted Transferee is not a director, officer or employee of the Company or any of its subsidiaries, such Investor or Permitted Transferee shall be required to execute a non-disclosure agreement prior to the delivery of the information or provision of the access described in this Section 1.1.

1.2. Restrictions on Transfers of Securities. The following restrictions on Transfer shall apply to all Securities owned by any Investor except the Fund and its Permitted Transferees:

(a) No Investor shall effect a Transfer of any Securities within five (5) years of the applicable Closing Date other than (A) pursuant to Section 1.4 in connection with an Approved Sale, (B) pursuant to Section 1.5 in connection with the exercise of “Tag-Along Rights,” (C) with the consent of the Company (as evidenced by a resolution duly adopted by at least a majority of the non-employee members of the Company’s Board of Directors), (D) to a Permitted Transferee of the Investor in question or (E) in connection with a Public Offering or following a Public Offering in open market transaction or under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) (each of (A), (B), (D) and (E), a “Permitted Transfer”). In exercising the consent and approval provided for in clause (C), the Company may employ its sole discretion in evaluating the nature of the proposed transferee and the Company

- 3 -

may impose such conditions on Transfer as it deems appropriate in its sole discretion, including, but not limited to, requirements that the transferee be an employee or shareholder of the Company. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect, and the purported transferee shall have no rights or privileges in or with respect to the Company.

(b) Prior to any proposed Transfer of any Securities, other than a Transfer to the Company or pursuant to Sections 1.4 and 1.5 hereof, the holder thereof shall give written notice to the Company describing the manner and circumstances of the proposed Transfer accompanied by a written legal opinion if requested by the Company, addressed to the Company and the transfer agent, if other than the Company, and reasonably satisfactory in form and substance to each addressee, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act and applicable state securities laws. Each certificate evidencing the Securities transferred shall bear the legends set forth in the applicable subscription agreement pursuant to which the Investor purchased the securities, except that such certificate shall not bear such legend if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provision of the Securities Act or applicable state securities laws. Notwithstanding the foregoing, no written opinion of legal counsel shall be required by the Company in connection with a Transfer to any Permitted Transferee of the type referred to in clause (iii) of the definition thereof.

(c) The restrictions on Transfers of Securities owned by any Investor provided under Section 1.2 shall terminate upon the earlier of (i) such date as a number of shares equal to at least ten percent (10%) of the outstanding shares of Common Stock shall have been sold pursuant to a Public Offering or (ii) the day after the date on which the Fund and its Affiliates own less than ten percent (10%) of the Common Stock.

(d) Notation. A notation will be made in the appropriate transfer records of the Company with respect to the restrictions on transfer of the Securities referred to in this Agreement.

1.3. Right of First Refusal.

(a) Prior to any proposed Transfer of Securities within five years after the applicable Closing Date, other than a Permitted Transfer, each Investor or its Permitted Transferees (other than the Fund, its Permitted Transferees and the CVC Investors) shall submit a written offer (the “Offer”) to the Company and the Fund setting forth (A) the number, class or series of the Securities subject to the proposed Transfer, (B) the date or proposed date of the Transfer and the name and address of the proposed transferee, (C) the principal terms of the Transfer, including the consideration to be received by the Investor or Permitted Transferees for such Transfer and (D) any other material terms of the Transfer.

(b) The Company, or one or more of its designees selected by a majority of the members of the Board of Directors, and the Fund shall each have the right to purchase any or all of the Securities subject to the Offer on the same terms and conditions specified in the Offer.

- 4 -

Within thirty (30) days after receipt of the Offer, the Company or its designees shall notify the Investor or the Permitted Transferees whether or not it wishes to purchase any or all of the offered Securities on the same terms and conditions as set forth in the Offer. If the Company does not agree to purchase all of the Securities subject to the proposed Transfer, the Company shall so notify the Fund, and the Fund shall have as additional fifteen (15) days after the expiration of the Company’s thirty (30) day period to notify the Investor or the Permitted Transferees that it wishes to purchase any or all of the offered Securities not otherwise to be purchased by the Company or its designees on the same terms and conditions set forth in the Offer.

(c) If the Company or its designees or the Fund elects to purchase any of the offered Securities, the closing of the purchase and sale of such Securities shall be held at the place and on the date established by the Company or the Fund in its notice to the Investor in response to the Offer, which in no event shall be less than 10 or more than 60 days from the date of the response to such Offer. In the event that the Company or the Fund does not elect to purchase all the offered Securities, the Investor may, subject to the other provisions of this Agreement, Transfer the remaining offered Securities at a price no less than the price specified in the Offer and on other terms no more favorable to the transferees thereof than specified in the Offer during the 90-day period immediately following the last date on which the Company or the Fund could have elected to purchase the offered Securities. All such Securities not transferred within such 90 day period will be subject to the provisions of Section 1.3 upon subsequent Transfer.

(d) The restrictions on Transfers of Securities owned by any Investor provided under this Section 1.3 shall terminate upon the consummation of a Public Offering.

1.4. Required Sale or Recapitalization.

(a) If each of (i) the majority of the Board of Directors and (ii) the holders of at least fifty percent (50%) of the outstanding Common Stock held by the Investors and their Permitted Transferees, approve (x) the sale of the Company to a person (whether by merger, consolidation, sale of all or substantially all of its assets or sale of all or a majority of the outstanding capital stock, including the issuance of new Securities in connection with one of the foregoing) or (y) a “Recapitalization” of the Company (each, an “Approved Sale”), each Investor and Permitted Transferee will consent to, vote for, raise no objections against, and waive dissenters and appraisal rights (if any) with respect to, the Approved Sale, and if the Approved Sale is structured as a sale, transfer or exchange of stock, each Investor and Permitted Transferee will agree to sell, transfer or exchange and will be permitted to sell, transfer or exchange all, or a pro rata portion, of such Investor’s and Permitted Transferee’s Common Stock or Series A Preferred Stock on the terms and conditions approved by the Board of Directors and the holders of a majority of the Common Stock then outstanding (subject, however, to the preferences and payments required to be made to Series A Preferred Stock). Each Investor and Permitted Transferee will take all necessary and desirable actions in connection with the consummation of

- 5 -

an Approved Sale, including the execution of such agreements, stock powers and other documents as may be required to effect the Approved Sale.

(b) The obligations of each of the Investors with respect to an Approved Sale are subject to the satisfaction of the conditions that: (i) upon the consummation of the Approved Sale all of the Investors and Permitted Transferees will receive the same form and amount of consideration per share of Class A Common Stock, Class B Common Stock and Series A Preferred Stock, or if any holder of Shares is given an option as to the form and amount of consideration to be received, all Investors and Permitted Transferees will be given the same option (subject, however, to the preferences and payments required to be made to Series A Preferred Stock); and (ii) the terms of sale shall not include any indemnification, guaranty or similar undertaking of the Investor (other than undertakings of Management Investors in respect of continued employment set forth in an employment agreement voluntarily entered into by a Management Investor) that (A) is not made or given pro rata with other Investors on the basis of share ownership or (B) could result in liability to such Investor that is in excess of the fair market value of the consideration to be received by such Investor in the Approved Sale.

(c) Each Management Investor shall, in connection with a sale, transfer or exchange of its, his or her Common Stock pursuant to this Section 1.4, at the request of the Company and without further cost or expense to the Company, execute and deliver such other instruments of conveyance and transfer and take such other actions as may reasonably be requested to consummate the proposed transfer or exchange, sale of Common Stock by the Investors pursuant to this Section 1.4. All Investors (and their Permitted Transferees) will bear their pro rata share (based upon the number of shares sold) of the reasonable costs of any sale of Shares pursuant to an Approved Sale to the extent such costs are incurred directly in connection with such Approved Sale and are not paid by the Company. Costs incurred by any Investor (or its, his or her Permitted Transferee) on its, his or her own behalf will not be considered costs of the transaction hereunder.

1.5. Tag-Along Rights.

(a) (i) Except as otherwise provided in Section 1.5(b), no “Seller” (as hereinafter defined) shall sell any Common Stock and/or Series A Preferred Stock in any transaction or series of related transactions unless all “Holders” (as hereinafter defined) are offered an equal opportunity to participate ratably in such transaction or transactions (calculated based on the number of shares of Common Stock and/or Series A Preferred Stock (as applicable) of a Holder divided by the number of shares of Common Stock and/or Series A Preferred Stock (as applicable) held by all Investors and their Permitted Transferees) and on identical terms (including price and type of consideration paid). If any Holder elects not to participate in full or in part on a pro-rata basis, the Seller may increase the number of shares sold by it or him by the number of shares any such Holder elects not to include pursuant to the terms hereof. As used in this Section 1.5, “Seller” shall mean the Fund and its Permitted Transferees; and “Holders” shall mean the Investors (other than the Sellers) and their Permitted Transferees. Notwithstanding the foregoing, the Holders shall have no right to participate in the proposed sale unless the Seller is

- 6 -

proposing to sell more than 12.5 % of the outstanding shares of Common Stock and/or more than 12.5 % of the outstanding shares of Series A Preferred Stock.

(ii) Except as provided in Section 1.5(b), prior to any sale of any Common Stock and/or Series A Preferred Stock (as applicable) subject to these provisions, the Seller shall notify the Company in writing of the proposed sale. Such notice (the “Seller’s Notice”) shall set forth: (A) the number of shares of Common Stock and/or Series A Preferred Stock (as applicable) subject to the proposed sale; (B) the name and address of the proposed purchaser; and (C) the proposed amount of consideration and terms and conditions of payment offered by such proposed purchaser. The Company shall promptly, and in any event within 10 days of the receipt by the Company of the Seller’s Notice, mail or cause to be mailed the Seller’s Notice to each Holder who owns shares of Common Stock and/or Series A Preferred Stock (as applicable). A Holder may exercise the Tag-Along Right by delivery of a written notice (the “Tag-Along Notice”) to the Seller within 10 days of the date the Company mailed or caused to be mailed the Seller’s Notice. The Tag-Along Notice shall state the number of shares of Common Stock and/or Series A Preferred Stock (as applicable) that the Holder proposes to include in the proposed sale. If no Tag-Along Notice is received during the 10-day period referred to above, the Seller shall have the right for a 120-day period to effect the proposed sale of shares of Common Stock and/or Series A Preferred Stock (as applicable) on terms and conditions no more favorable than those stated in the notice and in accordance with the provisions of this Section 1.5.

(iii) Notwithstanding anything to the contrary, a Seller may make any of the following Transfers without offering the Holders the opportunity to participate: (a) Transfers by a Seller to any Permitted Transferee; (b) sales in connection with a Public Offering or following a Public Offering in open market transactions or under Rule 144 under the Securities Act and (c) sales pursuant to an Approved Sale.

(iv) Each Investor acknowledges for itself, himself or herself and its, his or her transferees that the Fund may grant in the future Tag-Along Rights to other holders of Common Stock and/or Series A Preferred Stock and such holders will (a) have substantially the same opportunity to participate in sales by the Fund as provided to the parties hereto, and (b) be included in the calculation of the pro rata basis upon which Holders may participate in a sale.

(v) The tag-along obligations of the Sellers and the rights of the Holders with respect thereto provided under this Section 1.5 shall terminate upon the earlier of (a) the consummation of a Public Offering and (b) the day after the date on which the Fund and its Affiliates own less than ten percent (10%) of the outstanding shares of Common Stock.

(b) Notwithstanding the requirements of this Section 1.5, a Seller may sell shares of Common Stock and/or Series A Preferred Stock (as applicable) at any time without complying with the requirements of Section 1.5(a) so long as the Seller deposits into escrow with a third party at the time of sale that amount of the consideration received in the sale equal to the “Escrow Amount.” The “Escrow Amount” shall equal that amount of consideration as all the Holders would have been entitled to receive if they had the opportunity to participate in the sale

- 7 -

on a per class and pro rata basis, determined as if each Holder (A) delivered a Tag-Along Notice to the Seller in the time period set forth in Section 1.5(a) and (B) proposed to include all of its shares of Common Stock and/or Series A Preferred Stock (as applicable) in the sale. No later than five (5) business days after the date of the sale, the Seller shall notify the Company in writing of the sale. Such notice (the “Escrow Notice”) shall set forth the information required in the Seller’s Notice, and in addition, such notice shall state the name of the escrow agent. The Company shall promptly, and in any event within 10 days, mail or cause to be mailed the Escrow Notice to each Holder.

(c) A Holder may exercise the Tag-Along Right by delivery to the Seller, within 10 days of the date the Company mailed or caused to be mailed the Escrow Notice, of (i) a written notice specifying the number of shares of Common Stock and/or Series A Preferred Stock (as applicable) it, he or she proposes to sell and (ii) the certificates for such shares of Common Stock and/or Series A Preferred Stock (as applicable), with stock powers duly endorsed in blank. Promptly after the expiration of the 10th day after the Company has mailed or caused to be mailed the Escrow Notice, (A) the Seller shall purchase that number of shares of Common Stock and/or Series A Preferred Stock (as applicable) as Seller would have been required to include in the sale had Seller complied with the provisions of Section 1.5(a), (B) all shares of Common Stock and/or Series A Preferred Stock (as applicable) not required to be purchased by Seller shall be returned to the Holders thereof, and (C) when the Holder has been fully paid under the foregoing clause (A), all remaining funds and other consideration held in escrow shall be released to Seller. If Seller received consideration other than cash in its sale, Seller shall purchase the shares of Common Stock and/or Series A Preferred Stock (as applicable) tendered by paying to the Holders non-cash consideration and cash in the same proportion as received by Seller in the sale.

(d) Each Holder who exercises its, his or her Tag-Along Rights pursuant to this Section 1.5 shall, at the request of Seller and without further cost and expense to Seller, execute and deliver such other instruments of conveyance and transfer, including any sales or indemnification agreements, and take such other actions as may reasonably be requested to consummate the proposed sale of Common Stock and/or Series A Preferred Stock (as applicable) by Seller and the Holders who have exercised their tag-along rights pursuant to this Section 1.5.

1.6. Preemptive Rights.

(a) So long as the Company has not consummated a Public Offering, if the Company proposes to issue and sell (1) any of its shares of Common Stock or (2) any securities containing options or rights to acquire any shares of Common Stock, or (3) any securities convertible into shares of Common Stock (such shares and other securities are hereinafter collectively referred to as “Newly Issued Securities”) to the Fund, the Company will first offer to each of the Investor other than the Fund (each a “Preemptive Investor”) a portion of the number or amount of such securities proposed to be sold in any such transaction or series of related transactions equal to the product of the percentage each such Preemptive Investor holds of all shares of Common Stock, as applicable, then held by the Investors and the number of shares

- 8 -

proposed to be issued and sold by the Company in any such transaction or series of related transactions, all for the same price and upon the same terms and conditions (including any requirement to purchase other securities) as the securities that are being offered in such transaction or series of transactions.

(b) Notwithstanding the foregoing, the provisions of this Section 1.6 shall not be applicable to the issuance of shares of Common Stock or other securities (i) upon the conversion of shares of one class of Common Stock into shares of another class, (ii) as a dividend on the outstanding shares of Common Stock or Series A Preferred Stock, (iii) in any transaction in respect of a Security that is available to all holders of such Security on a pro rata basis, (iv) in connection with debt or preferred stock financing provided for or arranged by the Fund or its Affiliates (whether or not there is a common equity component or “equity kicker” in connection with such financing), (v) in connection with grants of stock or options to employees or directors of the Company or (vi) in a Public Offering.

(c) The Company will give to the Preemptive Investors a written notice setting forth the terms and conditions upon which the Preemptive Investors may purchase such shares or other securities in accordance with Section 1.6(a) (the “Preemptive Notice”). After receiving a Preemptive Notice, the Preemptive Investors must reply, in writing, within 10 days of the date of such Preemptive Notice that such persons agree to purchase the shares or other securities offered pursuant to this Section 1.6 on the date of proposed sale (the “Preemptive Reply”). If any Preemptive Investor fails to make a Preemptive Reply in accordance with this Section 1.6, shares or other securities offered to such Preemptive Investor may thereafter, for a period not exceeding six months following the expiration of such 15-day period, be issued, sold or subjected to rights or options to the proposed original investors and to the Preemptive Investors who have delivered a valid Preemptive Reply, on a pro rata basis, at a price not less than that at which they were offered to the Preemptive Investors. Any such shares or other securities not so issued, sold or subjected to rights or options to the proposed original investors and to the Preemptive Investors who have delivered a valid Preemptive Reply that are not purchased shall be reoffered to the proposed original investors and to the Preemptive Investors who have delivered a valid Preemptive Reply, on a pro rata basis, and shall continue to be reoffered pursuant to the procedures set forth above until all of such shares have been purchased.

(d) Notwithstanding the requirements of this Section 1.6, the Company may make an issuance of Newly Issued Securities at any time without complying with the requirements of Section 1.6(a) and (c) so long as the Company deposits into escrow with a third party at the time of sale a portion of the Newly Issued Securities equal to the “Preemptive Escrow Amount.” The “Preemptive Escrow Amount” shall equal that amount of Newly Issued Securities which the Preemptive Investors would have been entitled to receive if they had the opportunity to participate in the issuance of the Newly Issued Securities on a pro rata basis in accordance with Section 1.6(a), determined as if each Preemptive Investor (A) delivered a Preemptive Reply to the Company in the time period set forth in Section 1.6(c) and (B) proposed to purchase all of the Newly Issued Securities to which such Preemptive Investor would have

- 9 -

been entitled to purchase pursuant to Section 1.6(a) had the Company given such Preemptive Investor a Preemptive Notice.

Within 10 days after the date of the issuance of the Newly Issued Securities, the Company shall notify the Preemptive Investors in writing of such issuance. Such notice (the “Preemptive Escrow Notice”) shall set forth the terms and conditions upon which the Preemptive Investors may purchase shares of Newly Issued Securities, the pro rata amount of Newly Issued Securities that such Preemptive Investor is entitled to receive (such amount to equal the amount of Newly Issued Securities that such Preemptive Investor would have been entitled to receive if it, he or she had the opportunity to participate in the issuance of the Newly Issued Securities on a pro rata basis in accordance with Section 1.6(a)) and the name of the escrow agent.

A Preemptive Investor may exercise the preemptive right by delivery to the Company, within 10 days of the date the Company mailed or caused to be mailed the Preemptive Escrow Notice, of a written notice specifying the number of shares of Newly Issued Securities it, he or she proposes to purchase of the number of shares of Newly Issued Securities such Preemptive Investor is entitled to purchase (the “Preemptive Election”) such written notice to be accompanied by payment in full for such Newly Issued Securities, in a form acceptable to the Company in its sole discretion.

Promptly after the expiration of the 10th day after the Company has mailed or caused to be mailed the Preemptive Escrow Notice, (A) the Company shall sell to each Preemptive Investor that number of shares of Newly Issued Securities that each such Preemptive Investor proposed to purchase pursuant to its Preemptive Election and (B) when such shares have been issued to such Preemptive Investors, all remaining Newly Issued Securities held in escrow shall be sold to the original proposed investors and to the Preemptive Investors who have delivered a valid Preemptive Reply, on a pro rata basis, upon the terms and conditions set forth in the Preemptive Escrow Notice.

1.7. Fund Activities. The parties hereto acknowledge that the Fund and its Affiliates are engaged in the business of making investments. Except as the Fund may otherwise agree in writing after the date hereof: (i) the Fund shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly: (A) engage in the same or similar business activities or lines of business as the Company or any of its Affiliates, including those competing with the Company or its Affiliates and (B) do business with any client or customer of the Company or its Affiliates; (ii) neither the Fund nor any officer, director, employee, partner, affiliate or associated entity thereof shall be liable to the Company or any of its Affiliates for breach of any duty (contractual or otherwise) solely by reason of having engaged in any such activities or of such person’s participation therein; and (iii) in the event that the Fund acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or its Affiliates, on the one hand, and the Fund, on the other hand, or any other person, the Fund shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company, the Investors, their Permitted Transferees or any of

- 10 -

their Affiliates for breach of any duty (contractual or otherwise) by reason of the fact that the Fund directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Company.

1.8. Regulatory Compliance Cooperation. So long as the Fund or its Permitted Transferees beneficially own any of the Securities, before the Company redeems, purchases or otherwise acquires, directly or indirectly, or converts or takes any action with respect to the voting rights of, any shares of any class of its capital stock or any securities convertible into or exchangeable for any shares of any class of its capital stock, or before the Company takes any action which would result in the Fund or its Permitted Transferees having a Regulatory Problem, the Company shall give the Fund thirty (30) days prior written notice of such pending action. Upon the written request of the Fund made within thirty (30) days after its receipt of any such notice, stating that after giving effect to such action the Fund would have a Regulatory Problem (as described below), the Company will defer taking such action for such period (not to extend beyond ninety (90) days after the Fund’s receipt of the Company’s original notice) as the Fund requests to permit it and its Permitted Transferees to reduce the quantity of Securities held by it and its Permitted Transferees, or to take such other necessary actions, in order to avoid the Regulatory Problem. In addition, the Company will not be a party to any merger, consolidation, recapitalization or other transaction pursuant to which the Fund would be required to take any voting securities, or any securities convertible into voting securities, which might reasonably be expected to cause the Fund to have a Regulatory Problem. For purposes of this Section, a person will be deemed to have a “Regulatory Problem” when such person and such person’s Permitted Transferees (i) would own, control or have power over a greater quantity of securities of any kind issued by the Company than are permitted to be owned under any requirement of any governmental authority applicable to such person or (ii) would have been caused to be or could be in violation of any provision of law applicable to such person.

ARTICLE II

CORPORATE ACTIONS

2.1. Certificate of Incorporation and Bylaws. Each Investor has reviewed the Certificate of Incorporation and Bylaws of the Company in the forms attached hereto as Exhibits A-1 and A-2 respectively, and hereby approves and ratifies the same.

2.2. Directors and Voting Agreements. So long as the Company has not consummated a Public Offering, each Investor and Permitted Transferee agrees that it, he or she shall take, at any time and from time to time, all action necessary (including voting the Common Stock owned it, him or her, calling special meetings of stockholders and executing and delivering written consents) to ensure that the Board of Directors of the Company is composed at all times of up to six (6) persons, including the Chief Executive Officer of the Company and up to five (5) persons to be designated by the Fund. If the Company subsequent to the date hereof sells Shares to an Investor who qualifies as a Major Investor, then the Fund shall thereafter have the right to designate four (4) directors and the Major Investor will have the right to designate one (1)

- 11 -

director. The initial directors named pursuant to this Section 2.2 shall be Henry R. Baughman, Joseph M. Silvestri, John P. Civantos and Thomas L. Hammond.

2.3. Right to Remove Certain of the Company’s Directors. The Fund, and if applicable, the Major Investor may request that any director designated by them be removed (with or without cause) by written notice to the other Investors, and, in any such event, each Investor shall promptly consent in writing or vote or cause to be voted all shares of Common Stock now or hereafter owned or controlled by it, him or her for the removal of such person as a director. In the event any person ceases to be a director, such person shall also cease to be a member of any committee of the Board of Directors of the Company.

2.4. Right to Fill Certain Vacancies in Company’s Board. In the event that a vacancy is created on the Company’s Board of Directors at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director designated by the Fund, or if otherwise there shall exist or occur any vacancy on the Company’s Board of Directors in a directorship subject to designation by the Fund, such vacancy shall not be filled by the remaining members of the Company’s Board of Directors but each Investor hereby agrees promptly to consent in writing or vote or cause to be voted all shares of Common Stock now or hereafter owned or controlled by it, him or her to elect that individual designated to fill such vacancy and serve as a director, as shall be designated by the Fund. In the event that a vacancy is created on the Company’s Board of Directors at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director designated by the Major Investor, or if otherwise there shall exist or occur any vacancy on the Company’s Board of Directors in a directorship subject to designation by the Major Investor, such vacancy shall not be filled by the remaining members of the Company’s Board of Directors but each Investor hereby agrees promptly to consent in writing or vote or cause to be voted all shares of Common Stock now or hereafter owned or controlled by it, him or her to elect that individual designated to fill such vacancy and serve as a director, as shall be designated by the Major Investor.

2.5. Amendment of Certificate of Incorporation and Bylaws. So long as the Company has not consummated a Public Offering, each Investor agrees that it, he or she shall not consent in writing or vote or cause to be voted any shares of Common Stock now or hereafter owned or controlled by it, him or her in favor of any amendment, repeal, modification, alteration or rescission of, or the adoption of any provision in the Company’s Certificate of Incorporation or Bylaws inconsistent with this Agreement unless the Fund consents in writing to such action or votes or cause to be voted all of the shares of Common Stock held by it in favor of such action.

2.6. Requirement for Board Action. In addition to any vote required by the Certificate of Incorporation or Bylaws of the Company or its subsidiary, SGS International, Inc., or by applicable law, for so long as the Fund and its Permitted Transferees own in the aggregate at least forty percent (40%) of the outstanding shares of Common Stock, (a) the Board of Directors of the Company shall not take any action without the affirmative vote of at least one CVC Representative, and (b) the Investors will cause the Board of Directors of SGS International, Inc. not to take any action without the affirmative vote of at least one CVC Representative.

- 12 -

2.7. Observer Rights. (a) The Major Investor shall have the right to designate one observer (the “Observer”) to attend meetings of the Company’s Board of Directors. The Observer shall be designated by the Major Investor prior to the applicable Closing Date and may not be changed without the prior approval of the Fund. The Observer shall not have the right to vote on any matter presented to the Board of Directors. The Company shall give the Observer written notice of each meeting of the Board of Directors at the same time and in the same manner as the members of the Board of Directors receive notice of such meetings, and the Company shall permit each Observer to attend as an observer all meetings of its Board of Directors. Each Observer shall be entitled to receive all written materials and other information given to the directors in connection with such meetings at the same time such materials and information are given to the directors, and each Observer shall keep such materials and information confidential. If the Company proposes to take any action by written consent in lieu of a meeting of its Board of Directors or a committee thereof, the Company shall give written notice thereof to each Observer as soon as practicable prior to or after the effective date of such consent. The Company shall provide to each Observer all written materials and other information given to the directors in connection with such action by written consent at the same time such materials and information are given to the directors, and each Observer shall keep such materials and information confidential. The Company shall pay the reasonable out-of-pocket expenses of each Observer incurred in connection with attending such meetings. Notwithstanding the foregoing, any failure by the Company to comply with the provisions of this Section 2.7 will not effect the validity of any action otherwise properly taken by the Board of Directors.

ARTICLE III

ADDITIONAL RESTRICTIONS ON TRANSFERS OF

THE INCENTIVE SECURITIES HELD BY MANAGEMENT INVESTORS

3.1. Certain Definitions. The terms defined below shall have the following meanings when used in this Article III:

(a) “Adjusted Cost Price” means, with respect to each of the Incentive Securities, $10.00 (including any Incentive Securities which have been converted into other shares of capital of the Company, and adjusted for any stock dividend payable upon, or subdivision or combination of, the Incentive Securities) plus interest from the date of purchase calculated at the market interest rate on United States Treasury notes with a maturity closest to ten (10) years after the date of purchase, as in effect on the date of purchase.

(b) “Cause” means (i) the refusal or neglect of a Management Investor to perform substantially his or her employment-related duties, (ii) a Management Investor’s personal dishonesty, incompetence, willful misconduct or breach of fiduciary duty, (iii) a Management Investor’s conviction of or entering a plea of guilty or nolo contendere (or any applicable equivalent thereof) to a crime constituting a felony (or a crime or offense of

- 13 -

equivalent magnitude in any jurisdiction) or his or her willful violation of any other law, rule, or regulation (other than a traffic violation or other offense or violation outside of the course of employment which in no way adversely affects the Company or any affiliate or its reputation or the ability of the Management Investor to perform his or her employment related duties or to represent the Company or any Affiliate), (iv) the material breach by a Management Investor of any covenant or agreement with the Company or any Subsidiary, or any written policy of the Company or any Subsidiary, not to disclose any information pertaining to the Company or any affiliate or not to compete or interfere with the Company or any Subsidiary, or (v) the material violation by a Management Investor of the Company’s or a Subsidiary’s code of conduct or ethics; provided that, with respect to any Management Investor who is a party to an employment agreement with the Company or any Subsidiary, “Cause” shall have the meaning specified in such Management Investor’s employment agreement.

(c) “Change of Control” means, with respect to the Company, (i) any consolidation or merger with or into any other corporation, partnership, limited liability company or other entity in which the holders of capital stock of the Company immediately prior to such merger or consolidation no longer beneficially own, directly or indirectly, a majority of the outstanding capital stock or equity interest of the surviving corporation, partnership, limited liability company or other entity immediately after such merger or consolidation, (ii) the sale or transfer of the capital stock of the Company in which the holders of capital stock of the Company immediately prior to such sale or transfer no longer beneficially own, directly or indirectly, a majority of the outstanding capital stock or equity interest of the Company immediately after such sale or transfer, (iii) a sale or transfer of all or substantially all of the assets of the Company, or (iv) the license of all or substantially all of the assets of the Company where such license is substantially equivalent to a sale or transfer of all or substantially all of the assets of the Company.

(d) “Cost Price” shall mean, with respect to each of the Incentive Securities, $10.00 (including any Incentive Securities which have been converted into other shares of capital of the Company, and adjusted for any stock dividend payable upon, or subdivision or combination of, the Incentive Securities).

(e) “Fair Market Value” shall mean, as of any date of determination, with respect to shares of Common Stock, the fair market value of the shares, disregarding any discount for minority interest, as determined in good faith by the Board of Directors of the Company.

(f) “Good Reason” shall mean: (1) the Company or any Subsidiary has failed to pay the Management Investor his salary; or (ii) a substantial reduction of the Management Investor’s base salary (other than an across the board reduction similarly affecting other comparable employees of the Company or its Subsidiaries) or a substantial diminution of the Management Investor’s duties, which, in each case, has not been remedied within a reasonable time specified by the Management Investor that is not less than thirty (30) days after delivery to the Company of written notice describing the event constituting Good Reason.

- 14 -

(g) “Incentive Securities” means any and all of the shares of Class A Common Stock and all other securities of the Company (or a successor to the Company) received on account of ownership of the Class A Common Stock, including any and all securities issued in connection with any merger, consolidation, stock dividend, stock distribution, stock split, reverse stock split, stock combination, recapitalization, reclassification, subdivision, conversion or similar transaction in respect thereof.

(h) “Termination with Cause” means termination of a Management Investor’s employment with the Company or its subsidiaries for Cause.

(i) “Termination without Cause” means (i) any termination of a Management Investor’s employment with the Company or its subsidiaries that is not determined by the Board of Directors of the Company acting in good faith to be a Termination with Cause or (ii) a Management Investor ceases employment with Company or its subsidiaries for Good Reason.

(j) “Unvested Incentive Securities” means that portion of the aggregate Incentive Securities held by any single Management Investor that does not consist of Vested Incentive Securities.

(k) “Vested Incentive Securities” means that portion of the aggregate Incentive Securities held by any single Management Investor equal to the following percentages: (i) prior to the first anniversary of the applicable Closing Date, 0%; (ii) after the first anniversary of the applicable Closing Date, and on or prior to the second anniversary of the applicable Closing Date, 20%; (iii) after the second anniversary of the applicable Closing Date, and on or prior to the third anniversary of the applicable Closing Date, 40%; (iv) after the third anniversary of the applicable Closing Date, and on or prior to the fourth anniversary of the applicable Closing Date, 60%; (v) after the fourth anniversary of the applicable Closing Date, and on or prior to the fifth anniversary of the applicable Closing Date, 80%; and (vi) after the fifth anniversary of the applicable Closing Date, 100%; provided, however, that upon a Change of Control of the Company, 100% of the Incentive Securities held by any single Management Investor will become vested.

3.2. Restrictions on Transfer. In addition to the restrictions imposed by Section 1.2, and notwithstanding anything to the contrary contained herein, no Management Investor shall effect a Transfer of any Incentive Securities prior to the fifth anniversary of the applicable Closing Date other than (i) pursuant to a Permitted Transfer (except that a Management Investor shall only be permitted to sell Vested Incentive Securities in a Public Offering or (ii) with the consent of the Company (as evidenced by a resolution duly adopted by at least a majority of the members of the Company’s Board of Directors). In the case of any proposed Transfer pursuant to clause (ii) above, the Company may employ its sole discretion in evaluating the nature of the proposed transferee and the Company may impose such conditions on Transfer as it deems appropriate in its sole discretion, including, but not limited to, requirements that the transferee be an employee of the Company and that the transferee purchase the Management Investor’s Incentive Securities as a “Management Investor” subject to the

- 15 -

restrictions of this Article III. In the event any Transfer is authorized pursuant to clause (ii) to an employee of the Company or any of its subsidiaries as a “Management Investor,” such employee shall execute an agreement, in form and substance satisfactory to the Company, pursuant to which such employee shall agree to be bound by the terms and conditions of this Agreement, and such other provisions as the Company may determine, and upon such execution such employee shall be entitled to the benefit of such provisions hereof and such other provisions as the Company determines and are set forth in such agreement. In the event any Transfer is proposed to be made to a Permitted Transferee of a Management Investor, as a condition to such Transfer, the Permitted Transferee must acknowledge in a writing, in form and substance satisfactory to the Company, providing, among other matters, that the Permitted Transferee is taking the Securities subject to this Article III, that the Company retains the Purchase Option on such Securities pursuant to this Article III, and that the Termination Date (as hereinafter defined) for a Permitted Transferee of a Management Investor shall be the Termination Date with respect to the Management Investor who first acquired the Incentive Securities held by such Permitted Transferee pursuant to this Agreement. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect and the purported transferees shall have no rights or privileges in or with respect to the Company. Notwithstanding the foregoing provisions, each Management Investor agrees that he will not effect a Transfer of any Incentive Securities prior to the lapse of such period of time following acquisition thereof as maybe required to comply with applicable state securities laws.

3.3. Purchase Option.

(a) General Terms. In the event that on or prior to the fifth anniversary of the applicable Closing Date, any Management Investor shall cease to be employed by the Company or its subsidiaries for any reason (including, but not limited to, death, disability, retirement at age 65 or more under the Company’s or its subsidiaries’ normal retirement policies, resignation or termination by the Company or its subsidiaries, as the case may be, with or without cause), other than by reason of a leave of absence approved by the Company, such Management Investor (or his or her heirs, executors, administrators, transferees, successors or assigns, and the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) shall give prompt notice to the Company of such termination (except in the case of termination by the Company), and the Company, and/or, if approved by a majority of the members of the Board of Directors, the other holders of Common Stock (on a pro rata basis), shall have the right and option at any time within 90 days after the later of the effective date of such termination of employment (the “Termination Date”) or the date of the Company’s receipt of the aforesaid notice, to purchase from such Management Investor, or his or her heirs, executors, administrators, transferees, successors or assigns (including the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement), as the case may be, any or all of the Incentive Securities then owned by such Management Investor (and his or her Permitted Transferees) at a purchase price equal to the Option Purchase Price (as hereinafter defined). The Company shall give notice to the terminated Management Investor (or his or her heirs, executors, administrators, transferees, successors or assigns and the persons or entities deemed to be included in the

- 16 -

definition of such Management Investor pursuant to this Agreement) of its intention (or the intention of the holders of Common Stock) to purchase Incentive Securities at any time not later than 90 days after the Termination Date. The right of the Company (and the holders of Common Stock) set forth in this Section 3.3 to purchase a terminated Management Investor’s Incentive Securities (and the Incentive Securities of the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) is hereinafter referred to as the “Purchase Option”.

(i) Exercise of Purchase Option. The Purchase Option shall be exercised by written notice to the terminated Management Investor (or his or her heirs, executors, administrators, transferees, successors or assigns and the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) signed by an officer of the Company on behalf of the Company. Such notice shall set forth the number of Incentive Securities desired to be purchased and shall set forth a time and place of closing which shall be no earlier than 10 days and no later than 60 days after the date such notice is sent. At such closing, the seller shall deliver the certificates evidencing the number of Incentive Securities to be purchased by the Company and/or its designee(s), accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company and/or the holders of the Common Stock good title to such of the Incentive Securities to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and concurrently with such delivery, the Company and/or the holders of the Common Stock shall deliver to the seller the full amount of the Option Purchase Price for such Securities in cash by certified or bank cashier’s check.

(ii) Option Purchase Price. The “Option Purchase Price” for the Incentive Securities to be purchased from such Management Investor (or the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) pursuant to the Purchase Option shall equal the price calculated as set forth below:

Type of Employment Cessation	Vested Incentive Securities Option Purchase Price	Unvested Incentive Securities Option Purchase Price
Termination without Cause or Termination for Good Reason, Death or Disability	Fair Market Value	Adjusted Cost Price
Termination with Cause	Lesser of Fair Market Value or Cost Price	Lesser of Fair Market Value or Cost Price
Resignation or Retirement	Fair Market Value	Cost Price

Notwithstanding anything to the contrary contained herein, in connection with the exercise of any Purchase Option pursuant to this Section 3.3, the Company may offset from the Option Purchase Price paid to any Management Investor (or the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) the

- 17 -

aggregate amount of any outstanding principal and accrued but unpaid interest due on any indebtedness of such Management Investor to the Company.

(b) Company’s Right of First Refusal. So long as the Company has not consummated a Public Offering, in the event that, on or prior to the fifth anniversary of the applicable Closing Date, (i) a Management Investor is no longer employed by the Company and (ii) the Management Investor or his heirs, executors, administrators, transferees, successors or assigns (including the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) thereafter proposes to sell any or all of his or her shares of Incentive Securities to a third party in a bona fide transaction, the Management Investor may not Transfer such shares of Common Stock without first offering to sell such Incentive Securities to the Company pursuant to this Section 3.3(b). With respect to any Management Investor’s Incentive Securities, the terms of the right of first refusal granted in this Section 3.3(b) shall only apply in the event the Company has declined to exercise its Purchase Option with respect to such Incentive Securities as provided in Section 3.3(a).

The Management Investor shall deliver a written notice (a “Sale Notice”) to the Company describing in reasonable detail the Incentive Securities being offered, the name of the offeree, the purchase price requested and all other material terms of the proposed Transfer. Upon receipt of the Sale Notice, the Company, shall have the right and option to purchase all or any portion of the shares of Incentive Securities being offered at the price and on the terms of the proposed Transfer set forth in the Sale Notice. Within 30 days after receipt of the Sale Notice, the Company shall notify such Management Investor whether or not it wishes to purchase any or all of the offered shares of Incentive Securities.

If the Company elects to purchase any of the offered Incentive Securities, the closing of the purchase and sale of such Incentive Securities shall be held at the place and on the date established by the Company in its notice to the Management Investor in response to the Sale Notice, which in no event shall be less than 10 or more than 60 days from the date of such notice. In the event that the Company does not elect to purchase all the offered shares of Incentive Securities, the Management Investor may, subject to the other provisions of this Agreement, Transfer the remaining offered Incentive Securities to the offeree specified in the Sale Notice at a price no less than the price specified in the Sale Notice and on other terms no more favorable to the transferees thereof than specified in the Sale Notice during the 90-day period immediately following the last date on which the Company could have elected to purchase the offered shares of Incentive Securities. Any such shares of Incentive Securities not transferred within such 90-day period will be subject to the provisions of this Section 3.3(b) upon subsequent Transfer.

3.4. Involuntary Transfers. So long as the Company has not consummated a Public Offering, in the event Incentive Securities owned by any Management Investor shall be subject to sale or other Transfer (the date of such sale or transfer shall hereinafter be referred to as the “Transfer Date”) prior to the fifth anniversary of the applicable Closing Date by reason of (i) bankruptcy or insolvency proceedings, whether voluntary or involuntary, or (ii) distraint, levy, execution or other involuntary Transfer, then such

- 18 -

Management Investor shall give the Company written notice thereof promptly upon the occurrence of such event stating the terms of such proposed Transfer, the identity of the proposed transferee, the price or other consideration, if readily determinable, for which the shares of Common Stock are proposed to be transferred, and the Incentive Securities to be transferred. After its receipt of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed Transfer, the Company, shall have the right and option to purchase all, but not less than all of such Incentive Securities which right shall be exercised by written notice given by the Company to such proposed transferor within 90 days following the Company’s receipt of such notice or, failing such receipt, the Company’s obtaining actual knowledge of such proposed Transfer. Any purchase pursuant to this Section 3.4 shall be at the price and on the terms applicable to such proposed Transfer. If the nature of the event giving rise to such involuntary Transfer is such that no readily determinable consideration is to be paid for the Transfer of the Incentive Securities, the price to be paid by the Company shall be the Option Purchase Price. The closing of the purchase and sale of the Incentive Securities shall be held at the place and the date to be established by the Company, which in no event shall be less than 10 or more than 60 days from the date on which the Company gives notice of its election to purchase the Securities. At such closing, the Management Investor shall deliver the certificates evidencing the Incentive Securities to be purchased by the Company, accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company good title to such of the Incentive Securities to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and concurrently with such delivery the Company shall deliver to the Management Investor the full amount of the purchase price for such Incentive Securities in cash by certified or bank cashier’s check.

3.5. Purchaser Representative. If the Company or any Investor enters into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission under the Securities Act may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), each Management Investor will, at the request of the Company, appoint a purchaser representative (as such term is defined in Rule 501(h) promulgated by the Securities and Exchange Commission under the Securities Act) reasonably acceptable to the Company. If any Management Investor appoints the purchaser representative designated by the Company, the Company will pay the fees of such purchaser representative, but if any Management Investor declines to appoint the purchaser representative designated by the Company such Management Investor will appoint another purchaser representative (reasonably acceptable to the Company), and such Management Investor will be responsible for the fees of the purchaser representative so appointed.

3.6. Section 83(b) Elections. Each Management Investor shall make the election to include in his or her income, in the year he or she purchases Incentive Securities, the excess, if any, of the fair market value of the Incentive Securities at that time over $10.00 per share, pursuant to Section 83 (b) of the Internal Revenue Code of 1986, as amended, in the

- 19 -

manner and within the time period specified by the regulations promulgated thereunder, and shall promptly furnish a copy of such election to the Company after it has been filed. The parties agree to report the Incentive Securities as having a fair market value of $10.00 per share for purposes of Section 83(b) of the Internal Revenue Code of 1986, as amended. THE COMPANY SHALL BEAR NO RESPONSIBILITY OR LIABILITY FOR ANY ADVERSE TAX CONSEQUENCES TO A MANAGEMENT INVESTOR FOR HIS OR HER FAILURE TO MAKE SUCH SECTION 83(B) ELECTION OR HIS OR HER MAKING SUCH SECTION 83(B) ELECTION.

ARTICLE IV

REGISTRATION RIGHTS

The Fund and the Investors shall have registration rights with respect to the Shares as set forth in the Registration Rights Agreement attached hereto as Exhibit B. Each of the Investors agrees not to effect any public sale or distribution of any securities of the Company during the periods specified in the Registration Rights Agreement, except as permitted by the Registration Rights Agreement, and each such Investor agrees to be bound by the rights of priority to participate in offerings as set forth therein. Furthermore, each Investor acknowledges for itself, himself or herself and its, his or her transferees that the Company may grant in the future incidental and/or demand registration rights to other holders of Common Stock that may have priority to the registration rights currently being granted to Investors in accordance with the Registration Rights Agreement.

ARTICLE V

DEFINITIONS

5.1. Defined Terms. Whenever used in this Agreement, the following terms shall have the meanings set forth below:

“Affiliate” means, with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control with such person or entity.

“Class A Common Stock” means the Company’s Class A Common Stock, par value $.01 per share.

“Class B Common Stock” means the Company’s Class B Common Stock, par value $.01 per share.

“Closing Date” means, for any Investor, the date on which such Investor purchased the applicable Securities which are subject to this Agreement.

- 20 -

“Common Stock” means the Class A Common Stock and the Class B Common Stock.

“CVC Representative” means a member of the Company’s Board of Directors who is a partner, managing director, employee, officer or director of the Fund or any Affiliate of the Fund.

“Major Investor” means an Investor (i) designated in writing by the Fund as a Major Investor, (ii) which, on any relevant date, continues to own ten percent (10%) or more of the fully-diluted number of shares of Common Stock of the Company. If a Major Investor ceases to own at any time at least ten percent (10%) of the fully-diluted number of shares of Common Stock of the Company, then it shall cease to be a Major Investor for all purposes hereunder (including Article II).

“Management Investor” means an Investor who is an officer or employee of the Company or a Subsidiary. A signature page for a Management Investor will be labeled as such.

“Permitted Transferee” means:

(i) in the case of any Investor who is a natural person, such Investor, such Investor’s spouse, lineal descendants (in each case, natural or adopted), siblings, parents, any trust solely for the benefit of any of the foregoing, or any corporation or partnership in which the direct and beneficial owners of all of the equity interest consist solely of the foregoing;

(ii) in the case of any Investor or Permitted Transferee who is, in each case, a natural person, the heirs, executors, administrators or personal representatives upon the death, incompetency or disability of such Investor or Permitted Transferee for purposes of the protection and management of his or her assets or by operation of law;

(iii) in the case of any Investor or Permitted Transferee, the Affiliates of such Investor or Permitted Transferee; and

(iii) in the case of the Fund, or their Permitted Transferees, (A) the

Fund, or any of their Affiliates, (B) any limited partnership, limited liability company or other investment vehicle that is sponsored or managed (whether through the ownership of securities having a majority of the voting power, as a general partner or through the management of investments) by the Fund, or their Affiliates or by present or former employees of the Fund, or their Affiliates, (C) any present or former managing director, general partner, director, limited partner, officer or employee of any entity described in clause (A) or (B) immediately above, or any spouse, lineal descendant (natural or adopted), sibling, parent, heir, executor, administrator, trustee or beneficiary of any of the foregoing persons described in this clause (C) or (D) any trust, the beneficiaries of which, or any charitable trust, the grantor of which, include the persons or entities described in this subsection (iii).

- 21 -

Notwithstanding the foregoing, (x) no Person shall be a Permitted Transferee unless such transferee executes a joinder to this Agreement satisfactory in form and substance to the Company to the effect that such transferee shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it, him or her with the same effect as if it, he or she were a party hereto, (y) if such Person is not a natural person that such transferee agrees to Transfer such Securities to the Investor from whom such Permitted Transferee received such Securities immediately prior to the occurrence of any event which would result in such person no longer being a Permitted Transferee of such Investor and (z) no Transfer shall be effected except in compliance with the registration requirements of the Securities Act or pursuant to an available exemption therefrom. Each Investor agrees to accept the Transfer of Securities to such Investor at any time from a Transferee of such Investor.

“Person” means any natural person, firm, partnership, association, corporate, company, trust, business trust, governmental authority or other entity.

“Public Offering” means a successfully completed firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act (other than a Unit Offering or a registration statement on Form S-8 or S-4 or any similar or successor form or any other registration statement relating to an exchange offer or an offering of securities solely to the Company’s employees or security holders or to security holders of a corporation or other entity being acquired by, or merged with, the Company) in respect of the offer and sale of shares of Common Stock for the account of the Company resulting in aggregate net proceeds to the Company and/or any stockholder selling shares of Common Stock in such offering of not less than $50 million.

“Qualified Investor” means so long as the Fund, any Permitted Transferee of the Fund or any Major Investor, owns or has the right to acquire the lesser of (i) five percent (5%) or more of the Common Stock outstanding or (ii) the number of shares of Common Stock owned on the date hereof, the Fund, its Permitted Transferees and the Major Investor.

“Recapitalization” means the sale, transfer, contribution, redemption, exchange or other disposition of the Common Stock or Series A Preferred Stock, whether to the Company, an existing or newly-formed Affiliate of the Company or to a third party. The Company may engage in a Recapitalization, for among other reasons, to form a new holding company, in connection with a Public Offering, in connection with a debt restructuring, in connection with a financing or in connection with a distribution of cash or securities to Investors.

“Securities” means Shares held by any party hereto, including shares of Common Stock and all other securities of the Company (or a successor to the Company) received on account of ownership of the Shares, including all securities issued in connection with any merger, consolidation, stock dividend, stock distribution, stock split, reverse stock split, stock combination, recapitalization, reclassification, subdivision, conversion or similar transaction in respect thereof.

- 22 -

“Series A Preferred Stock” means the Company’s Series A Preferred Stock, par value $.01 per share.

“Shares” means the Common Stock and the Series A Preferred Stock.

“Subsidiary” means, with respect to the Company, any corporation, partnership, association or other business entity of which fifty percent (50%) or more of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof, or fifty percent (50%) or more of the equity interest therein, is at the time owned or controlled, directly or indirectly, by any the Company or one or more of the other Subsidiaries of the Company or a combination thereof.

“Transfer” includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer of voting rights or any other beneficial interest in any of the Securities, the creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to such Securities.

“Unit Offering” shall mean a Public Offering of a combination of debt and equity securities of the Company in which (i) not more than ten percent (10%) of the gross proceeds received from the sale of such securities is attributed to such equity securities, and (ii) after giving effect to such offering, the Company does not have a class of equity securities required to be registered under the Securities Exchange Act of 1934, as amended.

5.2. Additional Terms. Whenever used in this Agreement, the following terms shall have the meaning set forth in the Sections indicated below:

	Section
Adjusted Cost Price	3.1(a)
Approved Sale	1.4(a)
Cause	3.1(b)
Change of Control	3.1(c)
Cost Price	3.1(b)
Escrow Amount	1.5(b)
Escrow Notice	1.5(b)
Fair Market Value	3.1(e)
Good Reason	3.1(f)
Holders	1.5(a)
Incentive Securities	3.1(g)
Newly Issued Securities	1.6(a)
Offer	1.3(a)
Option Purchase Price	3.3(a)(ii)

- 23 -

EX-10.1

Exhibit 10.1

ACQUISITION AGREEMENT

THIS ACQUISITION AGREEMENT (this “Agreement”), is made as of the 11th day of November, 2005, by and among SGS International, Inc., a corporation organized under the laws of Delaware (hereinafter “Purchaser”), RMC Delaware, Inc., a corporation organized under the laws of Delaware, U.S.A. (“RMC”), Southern Graphic Systems-Canada, Ltd./Systemes Graphiques Southern-Canada, Ltee., a Quebec corporation (“SGS Canada”), and Alcoa UK Holdings Limited, a company incorporated under the laws of England and Wales (“Alcoa UK”) (collectively, RMC, SGS Canada and Alcoa UK are referred to as the “Sellers” and individually as a “Seller”).

WHEREAS, RMC and Alcoa UK are wholly-owned subsidiaries of Alcoa Inc., a Pennsylvania corporation (“Alcoa”);

WHEREAS, RMC directly owns 100% of the issued and outstanding shares of common stock of Southern Graphic Systems, Inc., a Kentucky corporation (“SGS”);

WHEREAS, RMC directly owns 99% of Southern Graphic Systems Mexico, S. De R.L. De C.V., a Mexican company (“SGS Mexico”), and SGS directly owns 1% of SGS Mexico;

WHEREAS, Alcoa UK directly owns 100% of the issued and outstanding shares of common stock of SGS-UK Limited, a company incorporated under the laws of England and Wales (“SGS UK”);

WHEREAS, SGS directly owns 51% of the issued and outstanding shares of common stock of Mozaic Group Ltd., a Missouri corporation (“Mozaic”);

WHEREAS, the Purchaser desires to acquire from RMC and Alcoa UK the ownership interests of SGS, SGS Mexico and SGS UK, respectively, and Purchaser desires to acquire from SGS Canada certain assets of SGS Canada used by or relating to the Purchased Business, upon the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

As used in this Agreement, each of the following terms shall have the following meaning:

Section 1.01 “AAP” or “Alcoa Accounting Policies” shall mean GAAP except as provided in Schedule 1.01.

Section 1.02 “Administered Claims” shall have the meaning set forth in Section 8.09(b).

Section 1.03 “Agreement” shall have the meaning set forth in the Preamble.

Section 1.04 “Affiliate” means any Person, directly or indirectly, controlling, controlled by, or under common control with, Sellers or Purchaser (except as “affiliates” is defined in Section 6 03(c)). Without limiting the generality of the foregoing, a Person is considered to be in control of or to be controlled by another Person if such Person holds 50% or more of the outstanding voting equity interest in such other Person or such other Person holds 50% or more of its outstanding voting equity interest.

Section 1.05 “Alcoa” shall have the meaning set forth in the Preamble.

Section 1.06 “Alcoa UK” shall have the meaning set forth in the Preamble.

Section 1.07 “Applicable Environmental Law” shall have the meaning set forth in Section 11.01 (b).

Section 1.08 “Assignment and Assumption Agreement” shall have the meaning set forth in Section 10.02(c).

Section 1.09 “Assumed Liabilities” means all of the liabilities of the Companies, the Subsidiaries and SGS Canada except the Excluded Liabilities.

Section 1.10 “Audited Financial Statements” shall have the meaning set forth in Section 4.16(a).

Section 1.11 “Bank Accounts” means all of the bank accounts of SGS, SGS Mexico, SGS UK, Mozaic, SGS Canada, and the Subsidiaries utilized exclusively for the Purchased Business, all of which are listed on Schedule 1.11.

Section 1.12 “Best Efforts” means commercially reasonable efforts that a prudent person desiring to achieve a result would use in similar circumstances to ensure that the result is achieved as expeditiously as possible, provided, however, that an obligation to use Best Efforts under this Agreement does not require the person subject to that obligation to take actions that would result in a materially adverse change in the benefits to that person of this Agreement and the transactions contemplated by this Agreement.

Section 1.13 [Intentionally omitted]

Section 1.14 “Books and Records” means (a) all books and records and operating data in the possession of each of the Companies, the Subsidiaries, or SGS Canada, and (b) all books and records and operating data in the possession of the Sellers primarily relating to the Purchased Business, in each case including, but not limited to, all lists of customers, lists of suppliers, all sales and credit information, advertising and purchasing materials and correspondence, quotation records, resume files, payroll master files and all collection and credit records of the Purchased Business, except as listed on Schedule 1.14.

Section 1.15 “Business Day” means any day other than a weekend or a day that the Federal Reserve Bank of Philadelphia is closed. If Business Day is not expressly referenced then the term “day” will refer to or be defined as a calendar day.

2

Section 1.16 “Business Employees” shall have the meaning set forth in Section 4.09(a). Business Employees includes the employees of MCG, as such employees are identified in the MCG Purchase Agreement.

Section 1.17 “Cap” shall have the meaning set forth in Section 13.04(b).

Section 1.18 “Canadian Assumed Plans” shall have the meaning set forth in Section 9.03(b).

Section 1.19 “Canadian Business Employees” means those Business Employees employed in the Province of Ontario and the Province of Quebec.

Section 1.20 “CERCLA” means Comprehensive Environmental, Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq., as amended, and the rules and regulations thereunder.

Section 1.21 “Closing” shall have the meaning set forth in Section 10.01.

Section 1.22 “Closing Date” shall have the meaning set forth in Section 10.01.

Section 1.23 “Closing Date Balance Sheet” means the combined unaudited balance sheet of the Purchased Business as of the Closing Date.

Section 1.24 “Closing Net Working Capital Statement” shall have the meaning set forth in Section 3.01.

Section 1.25 “Closing Net Working Capital” shall have the meaning set forth in Section 3.01.

Section 1.26 “Closing Purchase Price” shall have the meaning set forth in Section 2.02.

Section 1.27 “Code” shall mean the Internal Revenue Code of 1986, as amended, and/or the relevant Tax Laws applicable in Canada, Mexico, and England and Wales, as the context suggests. All citations to the Code or to the regulations promulgated thereunder will include any amendments or any substitute or successor provisions thereto.

Section 1.28 “Commitment Letters” shall have the meaning set forth in Section 5.07.

Section 1.29 “Companies” means collectively SGS, SGS Mexico, SGS UK and Mozaic.

Section 1.30 “Confidentiality Agreement” shall have the meaning set forth in Section 8.08.

Section 1.31 “Contract” means any legally binding agreement, written or oral commitment, arrangement, lease, license, understanding or contract.

Section 1.32 “Corporate Documents” shall have the meaning set forth in Section 4.05(a).

Section 1.33 “CPA Firm” shall have the meaning set forth in Section 3.03.

Section 1.34 “CPR” shall have the meaning set forth in Section 14.16.

Section 1.35 “Deductible” shall have the meaning set forth in Section 13.04(a).

3

Section 1.36 “Direct Claim” shall have the meaning set forth in Section 13.05(c).

Section 1.37 “Dispute” shall have the meaning set forth in Section 14.16.

Section 1.38 “Eastgate Purchase Agreement” means that certain Purchase Agreement dated March 31, 2005, for the sale of Real Property owned by SGS (f/k/a Southern Gravure Services, Inc.) in Richmond, Virginia.

Section 1.39 “Eastgate Purchase Price” means US $2.1 million dollars, to be received by Purchaser from the Commonwealth of Virginia, Dept. of Transportation at or after the closing of the Eastgate Purchase Agreement, as may be adjusted under Section 8.18.

Section 1.40 “Employee Benefit Plans” shall have the meaning set forth in Section 4.13(a).

Section 1.41 “Encumbrance” means any mortgage, covenant, condition, restriction, option, lien (statutory or other), pledge, charge, security interest, hypothec, easement or other encumbrance.

Section 1.42 “Enterprise Value” shall have the meaning set forth in Section 8.16(b).

Section 1.43 “Environmental Permits” shall have the meaning set forth in Section 4.15(a).

Section 1.44 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and rules and regulations promulgated thereunder.

Section 1.45 “ERISA Affiliate” means any employer that is, or at any time with respect to which any relevant statute of limitations remains open was, together with any Seller, considered to be a “single employer” under section 414(b), 414(c) or 414(m) of the Code.

Section 1.46 “Excluded Assets” means (i) all cash and cash equivalents; (ii) all surety bonds and contracts of insurance insuring the Purchased Business, the assets of the Purchased Business or the Business Employees, except those policies set forth on Schedule 1.46; (iii) all rights to all refunds or credits of Taxes levied or imposed upon, or in connection with the Purchased Business with respect to any taxable period or portion thereof that ends on or before the Closing Date, except to the extent that any such refunds or credits are included in the Closing Date Balance Sheet; (iv) all rights, claims and privileges of Sellers and their Affiliates (other than the Companies, the Subsidiaries and SGS Canada), except to the extent they relate primarily to the Purchased Business, the assets of the Purchased Business or Transferred Employees; (v) all Inter-Company Accounts; and (vi) the contracts, agreements, leases and other assets listed on Schedule 1.46.

Section 1.47 “Excluded Liabilities” means those liabilities for which Sellers retain responsibility vis-à-vis Purchaser pursuant to this Agreement, which liabilities are set forth on Schedule 1.47.

Section 1.48 “Final Net Working Capital Statement” shall have the meaning set forth in Section 3.03.

Section 1.49 “Financial Statements” shall have the meaning set forth in Section 4.16.

Section 1.50 “Financing” shall have the meaning set forth in Section 6.03(b).

4

Section 1.51 “Foreign Companies” shall have the meaning set forth in Section 4.13 (c)(iii).

Section 1.52 “Foreign Employee Benefit Plan” shall have the meaning set forth in Section 4.13(c).

Section 1.53 “GAAP” means United States generally accepted accounting principles.

Section 1.54 “Gains Taxes” shall have the meaning set forth in Section 4.05(b)

Section 1.55 “Government” means any agency, division, subdivision, audit group or procuring office of the government of the United States, or of any foreign country, and any state, province or territory thereof, or any city, county or municipality thereof, including the employees or agents thereof.

Section 1.56 “GST” means goods and services tax or harmonized sales tax imposed under the GST Act.

Section 1.57 “GST Act” means Part IX of the Excise Tax Act (Canada).

Section 1.58 “Hazardous Substance” shall have the meaning set forth in Section 11.01(a).

Section 1.59 “Inactive US Employees” shall have the meaning set forth in Section 9.04.

Section 1.60 “Indebtedness” means, without duplication (i) all indebtedness for borrowed money of the Companies, the Subsidiaries, or SGS Canada, (ii) all obligations of the Companies, the Subsidiaries or SGS Canada evidenced by notes, bonds, debentures or similar instruments (other than capital lease obligations), (iii) the amount of the liability in respect of all capital lease obligations of the Companies, the Subsidiaries or SGS Canada, (iv) all indebtedness of the type described in clauses (i) through (iii) above guaranteed directly or indirectly in any manner by the Companies, the Subsidiaries or SGS Canada including interest and penalties thereon, (v) any indebtedness of the type described in clauses (i) through (iv) above secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any lien on assets or property owned by the Companies, the Subsidiaries or SGS Canada and (vi) all accrued but unpaid interest (or interest equivalent) to the date of determination, and all prepayment premiums or penalties or commitment fees, related to any items of indebtedness of the type described in clauses (i) through (v) above. Excluded Liabilities are not included in this definition of “Indebtedness” and Excluded Liabilities are not subject to the Purchase Price adjustment in Section 2.02 to deduct Indebtedness from the Purchase Price. Indebtedness does not include without limitation (i) anything on the Closing Net Working Capital Statement, (ii) any Excluded Assets or Excluded Liabilities, (iii) any obligations of the Companies, the Subsidiaries or SGS Canada for the deferred purchase price of property or services (including without limitation earn-outs and similar arrangements), or (iv) any Intra-Company Accounts.

Section 1.61 “Indemnitee” means a party seeking indemnification.

Section 1.62 “Indemnitor” means a party against whom indemnification is sought.

Section 1.63 “Insurance Payment” shall have the meaning set forth in Section 8.09(c).

5

Section 1.64 “Insurance Policies” shall have the meaning set forth in Section 4.17.

Section 1.65 “Intangible Property” means with respect to the Purchased Business all intellectual property or other intangible property of whatever nature and kind including, without limitation, all domestic and foreign trademarks, service marks, business names, trade names, domain names, trade dress and trading styles, patents and patent applications, inventions and technology (whether or not patentable), trade secrets, industrial designs and copyrights, rights in software, database and other collections and compilations of data, rights of publicity/ privacy, and all registrations and applications for registration thereof, and all inventions, formulae, recipes, product formulations, processes, processing methods, and techniques, know-how, manuals, and any licenses or authorizations from the Companies, Subsidiaries or SGS Canada to a third party to use any of its intellectual property or other intangible property, except for Excluded Assets and Excluded Liabilities.

Section 1.66 “Inter-Company Accounts” means those accounts that relate to various items including certain payables, receivables, notes, accounts, indebtedness and other liabilities between any of the Companies, Subsidiaries and SGS Canada, on the one hand, and Sellers or any of their Affiliates (other than any of the Companies, Subsidiaries and SGS Canada), on the other, none of which are included in the Purchased Business and all of which are set forth as of September 30, 2005 on Schedule 1.66.

Section 1.67 “Intra-Company Accounts” means those accounts and debts between the Companies, the Subsidiaries and/or SGS Canada, which accounts and debt are included in the Purchased Business, all of which are set forth as of September 30, 2005 on Schedule 1.66 and Schedule 4.23.

Section 1.68 “Law” means any applicable federal, state, provincial, local, municipal or foreign order, writ, injunction, decree, regulation, ordinance, law, statute or code.

Section 1.69 “Leases” shall have the meaning set forth in Section 4.08(b).

Section 1.70 “Leased Real Property” shall have the meaning set forth in Section 4.08(b).

Section 1.71 “Losses” means all damages, losses, amounts paid in settlement, claims, liabilities, judgments, reasonable costs and expenses, interest, penalties and charges, including reasonable attorneys’ fees, but not including (i) incidental, special or punitive damages, except in the case of fraud or as claimed or asserted by or paid to third parties to the extent actually and finally awarded to a third party by a court of competent jurisdiction, or (ii) any internal fees and expenses of the indemnified party (including without limitation in-house counsel fees and expenses). For the avoidance of doubt, Sellers will in no event be liable for any incidental damages or any internal legal costs incurred by Purchaser, the Companies, the Subsidiaries or the Purchased Business.

Section 1.72 “LTD” means long term disability.

Section 1.73 “Major Customer” means those customers of the Purchased Business (by volume in dollars of sales to such customers) to whom the Purchased Business has had more than $3 million in net sales for the one year period ended December 31, 2004.

Section 1.74 “Material Adverse Effect” means any change or effect that either individually or in the aggregate is or could reasonably be expected to be materially adverse to the assets, liabilities, operations, financial condition or results or the business operations of the Purchased Business as a whole,

6

other than any change or effect arising out of: (i) general economic conditions or conditions affecting the Purchased Business generally in the industries in which the Purchased Business operates; (ii) the loss of personnel, or (iii) changes in any Laws or its or their interpretation. Material Adverse Effect includes, after execution of this Agreement and before the Closing Date (i) actual loss (or threatened loss, provided Sellers have received written notice thereof) of a customer or customers with revenues of more than 5% of the total revenues of the Purchased Business based on the 2005 forecast, and (ii) actual loss (or threatened loss, provided Sellers have received written notice thereof) of E.I. DuPont de Nemours and Company as a supplier to the Purchased Business. For purposes of determining whether a breach of a representation or warranty under this Agreement has a Material Adverse Effect, the effect of such breach shall be considered cumulatively with the effect of all other breaches (or circumstances which, but for materiality or Material Adverse Effect qualifiers, would be breaches) of other representations and warranties, in each case, determined without regard to any materiality or Material Adverse Effect qualifiers. For purposes of this definition of Material Adverse Effect, the effect of any matter as to any past period shall be determined based on its actual effect, and its effect as to any future period shall be determined based on the effect that such matter is reasonably likely to have. Except as explicitly stated otherwise, any reference to the term “material” will be construed accordingly.

Section 1.75 “Material Contract” means (i) any agreement or contract providing for aggregate future payment of at least US$500,000, (ii) any loan agreement, credit agreement, promissory note, guarantee, subordination agreement, letter of credit, deferred purchase price, earn-out or other similar type of contract related to Indebtedness or the granting of material liens, (iii) all Contracts between or among any Company, any Subsidiary, or SGS Canada, on the one hand, and any Seller or its Affiliates (other than any Company, any Subsidiary, or SGS Canada), on the other hand, (iv) all employment, severance, retention or consulting Contracts with Transferred Employees (other than oral at-will arrangements), (v) all Contracts for the sale or purchase of any material assets of the Purchased Business (other than sales of inventory in the ordinary course of business), (vi) all guaranties of any obligation of any Person for borrowings or lease obligations given by the Companies or the Subsidiaries, (vii) any joint venture or limited partnership agreements, (viii) all Contracts that provide for the purchase of all or substantially all of any Company’s, any Subsidiary’s, or SGS Canada’s requirements of a particular product from a particular supplier, (ix) all licenses or similar agreements regarding material Intangible Property, whether as licensee or licensor, (x) all Contracts imposing non-competition obligations on a Company, a Subsidiary or SGS Canada, (xi) all Contracts to acquire all or substantially all of the assets or stock of another company or a line of business, whether by merger, consolidation, sale or other transfer, (xii) the Leases; or (xiii) any other agreement or contract material to the business, operations or financial condition of the Purchased Business, taken as a whole, in each case, except for Excluded Assets.

Section 1.76 “MCG” means MCG Graphics Limited, a company incorporated under the laws of England and Wales.

Section 1.77 “MCG Purchase Agreement” means that Agreement, including related attachments and disclosure schedules, dated November 4, 2005, among Omnipack PLC, SGS – UK and Daniel M. Bejarano, under which SGS – UK acquired all of the capital shares of MCG.

Section 1.78 “Mexican Business Employees” shall have the meaning set forth in Section 9.01(a)(iv).

Section 1.79 “Mozaic” shall have the meaning set forth in the Recitals.

7

Section 1.80 “Mozaic DC Plans” shall have the meaning set forth in Section 9.02(b)(ii).

Section 1.81 “Mozaic Shares” shall have the meaning set forth in Section 4.03(a).

Section 1.82 “Multiemployer Plan” shall mean a plan defined in Section 4001 (a)(3) of ERISA.

Section 1.83 “Net Working Capital” shall mean as of the applicable date, the sum of the account balances for the accounts listed on Schedule 1.83 related to accounts receivable, prepaid expenses and other current assets of the Purchased Business (excluding MCG), less the sum of account balances for the accounts listed on Schedule 1.83 related to accounts payable, accrued compensation and other current liabilities of the Purchased Business (excluding MCG). For avoidance of doubt, the calculation of “Net Working Capital” shall not include either the line items/accounts entitled “Allowance for Customer Claims and Credits” or “Allowance for Doubtful Accounts” or any amounts associated with such reserves and will also not include any Excluded Assets and Excluded Liabilities. MCG is not included in calculating Net Working Capital for purposes of Article 3.

Section 1.84 “New Principal Employer” shall have the meaning set forth in Section 13.02.

Section 1.85 “Non-Compete” shall have the meaning set forth in Section 8.14.

Section 1.86 “Owned Real Property” shall have the meaning set forth in Section 4.08(a).

Section 1.87 “Ownership Interest” shall have the meaning set forth in Section 8.16(b).

Section 1.88 “PBGC” shall have the meaning set forth in Section 4.13(b)(v)( 1).

Section 1.89 “Pension Provisions” shall have the meaning set forth in Section 13.02.

Section 1.90 “Pension Scheme” shall have the meaning set forth in Section 13.02.

Section 1.91 “Permits” shall have the meaning set forth in Section 4.11.

Section 1.92 “Permitted Exceptions” means (i) those exceptions to title to the assets of the Purchased Business listed on Schedule 1.92; (ii) statutory liens securing all or a portion of the purchase price of an asset of the Purchased Business which arose in connection with the purchase of an asset of the Purchased Business after the date of the Unaudited Financial Statements; (iii) carriers’, warehousemen’s, mechanics’ and materialsmen’s and other similar liens arising in the ordinary course of the Purchased Business consistent with past practice for sums not yet due and payable or the validity of which is being contested in good faith by appropriate proceedings; (iv) all exceptions, restrictions, easements, rights of way and encumbrances set forth in the title insurance policies listed on Schedule 1.92; and (v) other Encumbrances that are neither material in amount nor materially detract from the value of nor materially impair the use of the property affected by such Encumbrance for the Purchased Business.

Section 1.93 “Person” shall mean a natural person, a corporation, a partnership or any other legal entity.

Section 1.94 “Phase I and II Reports” shall have the meaning set forth in Section 11.02.

8

Section 1.95 “Pre-Closing Returns” shall have the meaning set forth in Section 8.06(a).

Section 1.96 “Pre-Closing Taxes” shall have the meaning set forth in Section 8.06(a).

Section 1.97 “Prohibited Transaction” means a transaction defined in Section 406 or 407 of ERISA or Section 4975 of the Code for which a statutory or administrative exemption does not exist.

Section 1.98 “Prohibited Terms” shall have the meaning set forth in Section 8.07.

Section 1.99 “Purchaser’s Assessment” shall have the meaning set forth in Section 11.03.

Section 1.100 “Purchased Business” means (i) Assumed Liabilities (other than the Excluded Liabilities) and (ii) all of the property and assets (other than the Excluded Assets) (1) owned or held for use by the Sellers or their Affiliates (other than SGS Canada) primarily in the business carried on by the Companies, the Subsidiaries and SGS Canada as of the Closing Date, and (2) owned or held for use by SGS Canada, including in each case, without limitation, the Bank Accounts, the Books and Records, the accounts receivable, the contracts, the Owned Real Property and Leased Real Property, the Intangible Property, machinery, equipment, supplies, furniture, fixtures, leasehold improvements, motor vehicles, and prepaid expenses and comprised of creative design, packaging graphics, image carrier production and other enterprise support services conducted at their facilities, and all business activities incidental thereto, whether or not reflected in the Unaudited Financial Statements. Notwithstanding the foregoing, the Purchased Business shall include (other than Excluded Assets and Excluded Liabilities):

(a) 100% of the outstanding Shares of SGS;

(b) 100% of the outstanding SGS Mexico Social Parts;

(c) the entire share capital of SGS UK, together with its Subsidiary;

(d) 51 % of the outstanding Shares of Mozaic owned by SGS, together with Mozaic’ s Subsidiaries; and

(e) all of the assets and Assumed Liabilities of SGS Canada;

Section 1.101 “Purchaser’s Knowledge” for the purposes of this Agreement means the actual knowledge of the persons listed in Schedule 1.101. Where any statement in this Agreement is expressed to be given or made to the knowledge of Purchaser or is qualified in some other manner having substantially the same effect, such statement will be deemed to be qualified by the additional statement that such knowledge is limited to the actual knowledge of the persons listed in Schedule 1.101. after having made reasonable enquiries of the subject matter of the relevant statement and Purchaser will only be liable in respect of any breach of any representation or warranty on this basis.

Section 1.102 “Purchase Price” shall have the meaning set forth in Section 2.02.

Section 1.103 “Purchaser” shall have the meaning set forth in the Preamble.

Section 1.104 “Purchaser SGS DC Plans” shall have the meaning set forth in Section 9.02(b)(i).

9

Section 1.105 “QST” means Quebec sales tax imposed under the QST Act.

Section 1.106 “QST Act” means Title I of An Act respecting the Quebec sales tax.

Section 1.107 “Reallocation” shall have the meaning set forth in Section 8.14.

Section 1.108 “Real Property” means the Owned Real Property and the Leased Real Property.

Section 1.109 “Remediation” shall have the meaning set forth in Section 4.15(b).

Section 1.110 “Related Agreements” means the share certificates referenced in Section 10.02(a), the Transition Services Agreement, the Bill of Sale and the Assignment and Assumption Agreement.

Section 1.111 “Release” shall have the meaning set forth in Section 11.01(c).

Section 1.112 “Released Parties” shall have the meaning set forth in Section 8.10(b).

Section 1.113 “Representatives” shall have the meaning set forth in Section 6.03(a).

Section 1.114 “Required Consents” shall have the meaning set forth in Section 7.02(d).

Section 1.115 “Restricted Party” shall have the meaning set forth in Section 8.10.

Section 1.116 “Return” or “Returns” means all returns, declarations, reports, statements, and other documents required to be filed in respect of Taxes.

Section 1.117 “RMC” shall have the meaning set forth in the Preamble.

Section 1.118 “RST Act” shall have the meaning set forth in Section 14.17.

Section 1.119 “Rules” shall have the meaning set forth in Section 14.16.

Section 1.120 “Section 338(h)(10) Elections” shall have the meaning set forth in Section 8.06(g).

Section 1.121 “Sellers” shall have the meaning set forth in Section Preamble.

Section 1.122 “SGS” shall have the meaning set forth in the Recitals.

Section 1.123 “SGS Canada” shall have the meaning set forth in Preamble.

Section 1.124 “SGS DC Plans” shall have the meaning set forth in the Section 9.02(b)(i).

Section 1.125 “SGS DB Plans” shall have the meaning set forth in Section 9.02(c).

10

Section 1.126 “SGS Mexico” shall have the meaning set forth in the Recitals.

Section 1.127 “SGS Mexico Social Parts” shall have the meaning set forth in Section 4.03(a).

Section 1.128 “SGS Shares” shall have the meaning set forth in Section 4.03(a).

Section 1.129 “SGS UK” shall have the meaning set forth in Section Recitals.

Section 1.130 “SGS UK Shares” shall have the meaning set forth in Section 4.03(a).

Section 1.131 “Shares” will have the meaning set forth in Section 4.03(a).

Section 1.132 “STD” shall mean short term disability.

Section 1.133 “Subsidiaries” means all legal entities owned by the Companies and listed in Schedule 1.133.

Section 1.34 “Tangible Net Worth” means the net worth of RMC, calculated by taking the (i) total assets of RMC and subtracting (ii) the total liabilities of RMC and the portion of RMC’s total assets attributable to goodwill, each as determined in accordance with GAAP.

Section 1.135 “Tax” or “Taxes” means any federal, state, provincial, local, foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, goods and services, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments, or charges of any kind whatever, together with any interest and any penalties, additions to tax, or additional amounts with respect thereto.

Section 1.136 “Third Party Claim” shall have the meaning set forth in Section 13.05(a).

Section 1.137 “Third Party Sale Transaction” shall have the meaning set forth in Section 8.16(b).

Section 1.138 “Threshold” shall have the meaning set forth in Section 8.16(a).

Section 1.139 “to the knowledge of Sellers” or “to the best knowledge of Sellers” for the purposes of this Agreement means the actual knowledge of the persons listed in Schedule 1.139. Where any statement in this Agreement is expressed to be given or made to the knowledge of Sellers or is qualified in some other manner having substantially the same effect, such statement will be deemed to be qualified by the additional statement that such knowledge is limited to the actual knowledge of the persons listed in Schedule 1.139, after having made reasonable enquiries of the senior management of the Purchased Business in respect of the subject matter of the relevant statement and Sellers will only be liable, jointly and severally, in respect of any breach of any representation or warranty on this basis.

Section 1.140 “Transferred Employees” shall mean Transferred US Employees, Transferred Canadian Employees, Transferred UK Employees and Transferred Mexican Employees.

Section 1.141 “Transferred Canadian Employees” shall have the meaning set forth in Section 9.01 (a)(ii)(3).

11

Section 1.142 “Transferred Mexican Employees” shall have the meaning set forth in Section 9.01(a)(iv).

Section 1.143 “Transferred Mozaic Employees” shall have the meaning set forth in Section 9.01(a)(i).

Section 1.144 “Transferred SGS Employees” shall have the meaning set forth in Section 9.01(a)(i).

Section 1.145 “Transferred UK Employees” shall have the meaning set forth in Section 9.01(a)(iii).

Section 1.146 “Transferred US Employees” shall have the meaning set forth in Section 9.01(a)(i).

Section 1.147 “Transfer Taxes” shall have the meaning set forth in Section 14.04.

Section 1.148 “Transition Services Agreement” shall have the meaning set forth in Section 10.02(g).

Section 1.149 “UK Business Employees” shall have the meaning set forth in Section 9.01(a)(iii).

Section 1.150 “Unaudited Financial Statements” shall have the meaning set forth in Section 4.16(b).

Section 1.151 “US DC Plans” shall have the meaning set forth in Section 9.02(b)(ii).

Section 1.152 “US Business Employees” shall have the meaning set forth in Section 9.01(a)(i).

Section 1.153 “US Employee Benefit Plan” shall have the meaning set forth in Section 4.13(b).

Section 1.154 “US Employee Pension Benefit Plan” shall have the meaning set forth in Section 4.13(b)(ii).

Section 1.155 “US Employee Welfare Benefit Plan” shall have the meaning set forth in Section 4.13(b)(iii).

Section 1.156 “VAT” shall have the meaning set forth in Section 14.04.

12

ARTICLE 2

PURCHASE AND SALE

Section 2.01. Purchase and Sale of the Purchased Business. Subject to the terms and conditions set forth in this Agreement, on the Closing Date, Sellers hereby agree to transfer, sell and convey the Purchased Business to Purchaser, and Purchaser hereby agrees to purchase the Purchased Business and assume the Assumed Liabilities from Sellers for the consideration specified in this Agreement. Notwithstanding anything to the contrary contained herein, Purchaser will not purchase, assume or be bound by, or be obligated or responsible for, any Excluded Liability.

Section 2.02. Purchase Price. As consideration for the sale of the Purchased Business to Purchaser, Purchaser will pay to Sellers (a) US$409,400,000.00, less (b) the Indebtedness of the Purchased Business as of the Closing Date, plus (c) the Eastgate Purchase Price. The sum of (a) and (b) is the “Closing Purchase Price”, and the sum of (a), (b) and (c), as it may be adjusted pursuant to Article 3, Section 6.05(b) and Section 8.18 below, is the “Purchase Price.”

Section 2.03. Payment of the Closing Purchase Price. Purchaser will pay the Closing Purchase Price to Sellers in immediately available funds on the Closing Date in accordance with Seller’s written instructions. By no later than 1:00 (one o’clock) in the afternoon (Eastern Time) on the Closing Date, Purchaser will instruct its bank or banks to transfer the amount of the Closing Purchase Price to a bank specified by Sellers by wire transfer of immediately available funds. Purchaser will pay the Eastgate Purchase Price to Sellers in immediately available funds within three (3) Business Days of the receipt thereof. Any adjustment to the Closing Purchase Price will be paid in accordance with Section 3.04(b).

Section 2.04. Allocation of Purchase Price. At least five Business Days prior to the Closing Date, Purchaser and Sellers will agree as to the allocation of the Purchase Price (together with any Assumed Liabilities properly taken into account as consideration for assets comprising the Purchased Business for Tax purposes) among the assets comprising the Purchased Business, which allocation shall be based on the principles set forth in Schedule 2.04. Purchaser and Sellers will agree to a reasonable readjustment of the allocation of the Purchase Price that has been subject to an adjustment pursuant to Section 3.04(b) within 30 days following the determination of any increase or decrease in the Purchase Price pursuant to Section 3.03(a). Sellers and Purchaser will each complete all Returns, designations and elections in a manner consistent with the final allocation and otherwise follow the final allocation for all Tax purposes on and subsequent to the Closing Date and not take any position inconsistent with the final allocation. If such allocation is disputed by any Tax authority or other Government, the party receiving notice of such dispute will promptly notify the other party and the parties will use their Best Efforts to sustain the final allocation. Sellers and Purchaser will share information and cooperate to the extent reasonably necessary to permit the transactions contemplated by this Agreement to be properly, timely and consistently reported.

ARTICLE 3

ADJUSTMENT TO PURCHASE PRICE

Section 3.01. Preparation of Closing Date Balance Sheet. As soon as practicable, but in any event within 45 days after the Closing Date, Sellers will prepare and deliver to Purchaser the Closing Date Balance Sheet and a statement (the “Closing Net Working Capital Statement”), which shall set forth an itemized calculation of the Net Working Capital of the Purchased Business (excluding MCG) as of the Closing Date as derived from the Closing Date Balance Sheet (the “Closing Net Working Capital”).

13

Purchaser will give Sellers and their representatives access at all reasonable times to the properties, Books and Records of the Purchased Business for such purpose, subject to the execution by the Sellers of appropriate confidentiality provisions and subject to any applicable privileges that may attach to such Books and Records. The Closing Date Balance Sheet and the Closing Net Working Capital Statement will be prepared in accordance with AAP, using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology as used in preparing the Unaudited Financial Statements. Notwithstanding the definition of Purchased Business, no adjustment will be made to the Purchase Price under this Article 3 based upon the working capital of MCG (including without limitation any working capital adjustment under the MCG Purchase Agreement).

Section 3.02. Foreign Companies’ Exchange. The exchange rates in effect on the date of execution of this Agreement will be used to convert the local currency used on the local Companies’ balance sheets into U.S. dollars for purposes of preparing the Closing Date Balance Sheet and the Closing Net Working Capital Statement. Specifically, the parties will use the William Mercer Company midpoint foreign exchange rates (WMR FIX) in effect on the date of execution of this Agreement as provided on the Reuters system.

Section 3.03. Adjustments to Closing Date Balance Sheet. Purchaser will have 45 days from the date of delivery of the Closing Date Balance Sheet to review the Closing Date Balance Sheet and the Closing Net Working Capital Statement. If, in Purchaser’s reasonable judgment, the Closing Date Balance Sheet and the Closing Net Working Capital Statement were not prepared in accordance with Section 3.01, Purchaser will have the right to suggest adjustments to the Closing Date Balance Sheet and the Closing Net Working Capital Statement within such 45-day period. However, Purchaser may not dispute any amounts reflected on the Closing Date Balance Sheet and the Closing Net Working Capital Statement except on the basis that the Closing Date Balance Sheet and the Closing Net Working Capital Statement were not prepared in accordance with AAP applied on a basis consistent with Section 3.01. Purchaser will notify Sellers in writing of each disputed item, specifying the amount thereof in dispute, within the 45-day review period set forth in this Section 3.03. Within 45 days of any notice of a disputed item by Purchaser, Purchaser and Sellers will use their Best Efforts to resolve and agree upon any such proposed adjustments. If, after a period of 30 days following the date on which notice of any proposed adjustment is given, any adjustment still remains disputed, then Sellers and Purchaser will engage by mutual agreement an internationally recognized accounting firm to resolve any remaining disputes (the “CPA Firm”). The decision of the CPA Firm will be final and binding on the parties. The scope of the CPA Firm’s engagement (which shall not be an audit) shall be limited to the resolution of the items contained in the notice of dispute, and the recalculation, if any, of the Closing Net Working Capital in light of such resolution, and such firm shall be deemed to be acting as experts and not as arbitrators. In its review of the Closing Date Balance Sheet and the Closing Net Working Capital Statement, the CPA Firm will be limited, as to each item in dispute, to resolving such item either in favor of the Sellers or in favor of the Purchaser. The fees and expenses of the CPA Firm will be allocated between Purchaser, on the one hand, and the Sellers, on the other, so that the Purchaser’s share of such fees and expenses shall be equal to the percentage of the disputed amount that is unsuccessfully disputed by the Purchaser, and the Seller’s share of such fees and expenses shall be equal to the percentage of the disputed amount that is unsuccessfully disputed by the Sellers, in each case as finally determined by the CPA Firm. For purposes of complying with the terms set forth in this Section 3.03, each party shall cooperate with and make available to the other party and its representatives all information, records, data and working papers, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Final Net Working Capital Statement and the resolution of any disputes thereunder. The “Final Net Working Capital Statement” shall be deemed to be the (i) the Closing Net

14

Working Capital Statement if Purchaser does not notify Sellers of any disputed items within the 45-day review period specified above, or (ii) if Purchaser does notify Sellers of any disputed items within the 45-day review period specified above, the Closing Net Working Capital Statement, as adjusted by either (A) the agreement of the parties or (B) the CPA Firm.

Section 3.04. Adjustment to Purchase Price.

(a) Net Working Capital. The Purchase Price is based in part on Net Working Capital of the Purchased Business of $36,093,000. If the Net Working Capital of the Purchased Business as set forth on the Final Net Working Capital Statement exceeds 36,343,000, the Purchase Price will be increased by such excess on a dollar-for dollar basis. If the Net Working Capital of the Purchased Business as set forth on the Final Net Working Capital Statement is less than 35,843,000, the Purchase Price will be decreased by such shortfall on a dollar-for dollar basis. No adjustment will be made to the Purchase Price if the Net Working Capital as set forth on the Final Net Working Capital Statement is between 35,843,000 and 36,343,000.

(b) Adjustment. Any net increase in the Purchase Price pursuant to Section 3.04(a) will be paid to Sellers by Purchaser within five Business Days following the determination thereof in the same manner as payment of the Purchase Price under Section 2.03 or in accordance with Sellers’ written instructions. Any net decrease in the Purchase Price resulting pursuant to Section 3.04(a) will be paid to Purchaser by Sellers within five Business Days following the determination thereof by wire transfer or certified check in accordance with Purchaser’s instructions.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF SELLER

Each of the Sellers, jointly and severally, hereby makes the following representations and warranties to Purchaser on and as of the date hereof:

Section 4.01. Sellers’ Authority. Each Seller has full corporate power and authority to enter into this Agreement and each of the Related Agreements to which it is to be a party and to consummate the transactions contemplated hereby and thereby. The execution of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized in accordance with each Seller’s Corporate Documents and no other corporate proceeding on the part of any Seller is necessary to authorize this Agreement or the Related Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Related Agreements will be at the Closing, duly and validity executed and delivered by each Seller, and constitute, or will constitute at the Closing, legal, valid, binding and enforceable agreements of each Seller, enforceable against it in accordance with their terms, except as limited (i) by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Law affecting creditors’ rights generally, and (ii) by general principles of equity.

Section 4.02. Organization and Good Standing of the Companies, the Subsidiaries and SGS Canada. The Companies, the Subsidiaries and SGS Canada are corporations duly organized, validly existing and in good standing under the Law of the jurisdiction in which they are incorporated, and each has full corporate power to carry on its business as currently conducted and to own or lease and to operate the properties that it now owns or leases. Each Company, each Subsidiary and SGS Canada is duly qualified and in good standing as a foreign corporation in each jurisdiction where the current nature

15

of its business or the ownership or leasing of its properties requires such qualification (which jurisdictions are listed in Schedule 4.02), except where failure to so qualify or be in good standing has no Material Adverse Effect.

Section 4.03. Capitalization of Companies; Title to Shares.

(a) Capital Shares. The capital stock of SGS consists solely of 750 shares of 6% cumulative nonparticipating, preferred stock, par value of $100.00 per share, none of which are issued and outstanding, and 18,000 shares of common stock, par value of $25.00 per share, of which 16,032 shares are issued and outstanding (the “SGS Shares”). The capital stock of SGS Mexico consists solely of three social parts, two of which represent the fixed capital stock and one represents the variable capital stock, par value of $1.00 Peso Mexican Currency or its multiple, all of which have voting rights and are issued and outstanding (the “SGS Mexico Social Parts”), with RMC holding 99% of the SGS Mexico Social Parts and SGS holding 1% of the SGS Mexico Social Parts. The issued share capital of SGS UK is comprised of 50,000 ordinary shares of £1 each, all of which are issued and outstanding (the “SGS UK Shares”). The capital stock of Mozaic consists solely of 100,000 shares of voting common Class A stock and 900,000 shares of non-voting common Class B stock, $0.10 par value per share, of which 10,314 shares of voting common stock and 142,563 shares of non-voting common stock (which equal 51% of the outstanding shares of each class of voting common stock and 50.997% of each class of non-voting common stock, respectively) are issued and outstanding to SGS, and such shares owned by SGS are hereinafter referred to as the “Mozaic Shares.” The Mozaic Shares together with the SGS Shares, the SGS Mexico Social Parts, and the SGS UK Shares, are referred to as the “Shares.” All of the issued and outstanding Shares are validly issued and outstanding, fully paid and non-assessable. The Shares have been issued and will be transferred to Purchaser in compliance with all applicable federal, state and foreign securities Law. Except as provided on Schedule 4.03. there are no outstanding subscriptions, options, warrants, calls or other rights of any kind, agreements, arrangements or commitments to purchase or otherwise acquire, and no securities convertible into, capital stock or other securities of the Companies.

(b) Title to SGS Shares. RMC is the owner, beneficially and of record, of all of the SGS Shares. All of the SGS Shares are free and clear of all Encumbrances.

(c) Title to SGS Mexico Social Parts. RMC and SGS are the owners, beneficially and of record, of all of the SGS Mexico Social Parts. All of the SGS Mexico Social Parts are free and clear of all Encumbrances.

(d) Title to SGS UK Shares. Alcoa UK is the legal and beneficial owner of all of the SGS UK Shares. All of the SGS UK Shares are free and clear of all Encumbrances.

(e) Title to Mozaic Shares. SGS is the owner, beneficially and of record, of the Mozaic Shares. All of the Mozaic Shares are free and clear of all Encumbrances, except as set forth on Schedule 4.03.

(f) No Options. There is no contract, option or any other right of another binding upon Sellers to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the assets of SGS Canada other than pursuant to the provisions of this Agreement or pursuant to purchase orders accepted by SGS Canada in the usual and ordinary course of business.

Section 4.04. Subsidiaries. Except as set forth on Schedule 1.133, the Companies, the Subsidiaries and SGS Canada do not own or hold, directly or indirectly, any ownership interest of any kind in any Person.

16

Schedule 4.02 and Schedule 4.04 set forth the jurisdiction and date of formation, officers and directors, authorized stock or other ownership interests, the current owners of its equity and their respective ownership interests therein of each Subsidiary and any jurisdictions in which any such Subsidiary is qualified to do business as a foreign corporation, and any exceptions to such disclosures. Mozaic’s and SGS UK’s ownership interests in the Subsidiaries as described in Schedule 4.04 are validly issued, fully paid and non-assessable and owned of record and beneficially by Mozaic and SGS UK, free and clear of all Encumbrances. There are no outstanding subscriptions, options, warrants, calls or other rights, agreements, arrangements or commitments obligating Mozaic or SGS UK to transfer or sell any of its shares in any Subsidiary.

Section 4.05. Consents and Approvals; No Violation. Except as set forth in Schedule 4.05, neither the execution nor delivery of this Agreement nor the consummation by Sellers of the transactions contemplated hereby or thereby will:

(a) conflict with or result in any breach of any provision of the respective articles or certificates of incorporation and by-laws (or comparable charter and other organizational documents) (together, “Corporate Documents”) of Sellers, the Companies or the Subsidiaries;

(b) require any consent, approval, authorization or permit of, or filing with or notification to, any Government entity, except (i) in connection with any state, provincial, or local tax which is attributable to the beneficial ownership of the Real Property, if any (the “Gains Taxes”); (ii) as may be required by any applicable state or provincial securities or “blue sky” Laws or state or provincial takeover Laws; (iii) such filings and consents as may be required under any Applicable Environmental Law pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement; (iv) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, individually or in the aggregate, has no Material Adverse Effect or would not prevent or materially delay performance by the Companies, the Sellers or the Subsidiaries of their material obligations under this Agreement; and (v) such filings, consents, approvals, orders, registrations and declarations as may be required under the merger notification investment Laws or competition Laws of any country (if any) in which Purchaser, Sellers or the Companies conduct any business or own any assets.

(c) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Encumbrance or loss of a material benefit) under any of the terms, conditions or provisions of any note, bond, mortgage, license, permit, lease, indenture, Contract, agreement or other instrument or obligation to which the Companies, the Subsidiaries or SGS Canada are a party or by which any of their properties or assets may be bound, except in any such case where requisite waivers or consents have been obtained or which individually or in the aggregate has no Material Adverse Effect; or

(d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.05 are duly and timely obtained or made, contravene or violate any Law applicable to the Companies, the Subsidiaries or SGS Canada or to any of their properties or assets, except for violations which, individually or in the aggregate, have no Material Adverse Effect.

Section 4.06. Intangible Property.

(a) The registered Intangible Property primarily used or held for use by the Purchased Business is set forth on Schedule 4.06. Except as disclosed on Schedule 4.06. the Companies, the Subsidiaries and SGS

17

Canada are the owners of, or a licensee under valid licenses for, all items of the Purchased Business Intangible Property. Except as disclosed on Schedule 4.06. (i) neither the Companies, the Subsidiaries or SGS Canada is in material breach or default (nor with the giving of notice or lapse of time or both would be in material breach or default) under any license sublicense, consent or other agreement pertaining to any Intangible Property, and each such license, sublicense, consent or other agreement is now and immediately following the Closing (subject to any required consents, each of which is set forth on Schedule 4.05) shall be valid and in full force and effect; (ii) to the knowledge of Sellers, no third party is in material breach or default (nor with the giving of notice or lapse of time or both would be in material breach or default) under any license sublicense, consent or other agreement pertaining to any Intangible Property; (iii) to the knowledge of Sellers, there are no contracts, licenses or agreements between the Companies, the Subsidiaries or SGS Canada and any other person with respect to any Intangible Property under which there is any material dispute regarding the scope of such agreement, or performance under such agreement including with respect to any payments to be made or received thereunder; (iv) to the knowledge of the Sellers, none of the Intangible Property is being infringed by any third party; and (v) there are no claims pending or, to the knowledge of Sellers, threatened, that the Companies, the Subsidiaries or SGS Canada are in violation of any intellectual property or other intangible property rights of any third party, in each case other than any default, infringement or claim that, individually or in the aggregate, has no Material Adverse Effect.

(b) Except as set forth in Schedule 4.06, all of the material patents, trademarks, service marks, copyright and domain names used by the Purchased Business are registered, valid and in full force and are held of record in the name of the applicable Company, Subsidiary or SGS Canada (or legal predecessor).

Section 4.07. Title to Assets; Absence of Encumbrances. Except as otherwise disclosed on Schedule 4.07 and subject to the Permitted Exceptions, each of the Sellers, the Companies, the Subsidiaries and SGS Canada has good and marketable title to, or, in the case of leased assets, has a valid leasehold interest in, all of the real and personal assets owned or used by the Purchased Business. Except for Permitted Exceptions and as otherwise disclosed on Schedule 4.07. all such assets are free and clear of all Encumbrances.

Section 4.08. Real Property.

(a) Owned Real Property. Schedule 4.08 sets forth (i) the real property owned exclusively by the Companies, the Subsidiaries or SGS Canada, and (ii) all of the real property owned by the Sellers (other than SGS Canada) used primarily for the operation of the Purchased Business ((i) and (n), the “Owned Real Property”). All improvements on the Owned Real Property have been maintained in accordance with the usual business practices of each of the Sellers, the Companies, and the Subsidiaries, and to the best knowledge of Sellers there exist no material defects with respect to said improvements. Neither the Sellers, the Companies nor the Subsidiaries is in, and to the best knowledge of Sellers, none of the other parties to any Leases is in, material default under any of the Leases. Except as set forth in Schedule 4.08, none of the Owned Real Property or Leased Real Property or any current use thereof violates any applicable building, zoning or other land-use Law or any covenant, condition, restriction, easement or order of any Government having jurisdiction over such property. Except as disclosed on Schedule 4.08, there are no outstanding options, repurchase rights or rights of first refusal to purchase or lease any Owned Real Property, or any portion thereof or interest therein to which a Seller, a Company or a Subsidiary is a party. The Sellers, the Companies, SGS Canada and the Subsidiaries together have good and marketable fee title to all of the Owned Real Property, free and clear of all Encumbrances except for Permitted Exceptions.

18

(b) Leased Real Property. Schedule 4.08 sets forth a list of all leases, subleases and licenses of real property, including all amendments, extensions, renewals, supplements and guaranties with respect thereto, (i) to which a Company, SGS Canada or a Subsidiary is a party, or (ii) to which a Seller (other than SGS Canada) is a party if the real property that is the subject of such Lease is used primarily in the Purchased Business (together, the “Leases” and, the real property that is the subject of the Leases, the “Leased Real Property”). True, correct and complete copies of all Leases have previously been made available to Purchaser. Neither the Sellers, the Companies nor any Subsidiaries are obligated to pay any leasing or brokerage commission relating to any Lease that has not already been paid and, except as set forth on Schedule 4.08, none will have any obligation to pay any leasing or brokerage commission upon the renewal of any Lease.

(c) There are no material eminent domain, condemnation or other similar proceedings pending or threatened against any Seller, any Company or any Subsidiary or otherwise affecting any portion of the Owned Real Property or the Leased Real Property and no such entity has received any notice of the same.

Section 4.09. Labor and Employment Agreements.

(a) Each person actively and inactively employed in the Purchased Business as of the date of this Agreement including without limitation, all absent employees, those employees who are on leave of absence, military absence, STD, LTD and worker’s compensation, is listed, by name or by reference to a designated number, on Schedule 4.09 (which schedule may be updated as of the Closing Date to reflect any departures or new hires) (the “Business Employees”). The employees of MCG, as identified in the MCG Purchase Agreement, are incorporated by reference into Schedule 4.09. Except as set forth in Schedule 4.09. the Companies, the Subsidiaries and SGS Canada (i) are not subject to any collective bargaining or other labor agreement relating to the Purchased Business; (ii) are not a party to, involved in, or to the knowledge of the Sellers, threatened by, any labor dispute or unfair labor practice charge, or (iii) are not subject to any employment, retainer, or consulting agreement that gives rise to any annual payment obligation in excess of $100,000 to any of the Business Employees to which Sellers or the Companies are a party, or by which either is bound and (iv) have not recognized and are not required to recognize any labor organization as the collective bargaining representative of any of the employees of the Purchased Business. Except as set forth on Schedule 4.09, in respect of SGS Canada, no Business Employee has any agreement as to the length of notice or termination or severance payment required to terminate his or her employment, other than as implied by Law. None of the Sellers, the Companies or the Subsidiaries have committed any unfair labor practice that has a Material Adverse Effect on the Purchased Business. There is no labor strike, work slowdown or stoppage pending or, to the knowledge of Sellers, threatened against the Purchased Business and except as set forth in Schedule 4.09, there has been no such action against the Purchased Business during the last three years.

(b) The Companies, SGS Canada and the Subsidiaries have properly classified for all purposes (including, without limitation, for all Tax purposes and for purposes of determining eligibility to participate in any employee benefit plan) all employees, leased employees, consultants and independent contractors (including nurses and recruiters), and have withheld and paid all applicable Taxes and made all appropriate filings in connection with services provided by such persons to the Companies, SGS Canada and each Subsidiary.

Section 4.10. Litigation and Proceedings. Except as set forth on Schedule 4.10. there are no claims, actions, suits, proceedings or investigations, judicial or administrative, pending or to the best knowledge of Sellers, threatened, against, the Companies, the Subsidiaries or SGS Canada which individually or in

19

the aggregate have a Material Adverse Effect. Except as set forth on Schedule 4.10, no judgment, decree, injunction, rule or order of any Governmental entity or arbitrator is outstanding against the Companies, the Subsidiaries or SGS Canada that individually or in the aggregate has a Material Adverse Effect or which seeks to restrain, prohibit or invalidate the transactions contemplated by this Agreement.

Section 4.11. Legal Compliance. Except (a) as set forth on Schedule 4.11 or (b) as has no Material Adverse Effect, the Purchased Business has been conducted in accordance with all Laws applicable to the Sellers, the Companies or the Subsidiaries. Except as provided on Schedule 4.11, the Companies, the Subsidiaries and SGS Canada collectively possess all requisite Governmental franchises, licenses, permits, authorizations, approvals and consents (“Permits”) to own their properties and to carry on the Purchased Business as it is now being conducted, and the Companies, the Subsidiaries and SGS Canada are not in violation of or in default under such Permit applicable to the Companies, the Subsidiaries, SGS Canada or any of their respective assets and properties, in each case other than where such failure to possess, violations, or defaults, individually or in the aggregate, has no Material Adverse Effect.

Section 4.12. Tax Matters.

(a) Filing of Returns. Except as set forth on Schedule 4.12, the Companies and the Subsidiaries have properly completed and filed on a timely basis all Returns of the Companies and the Subsidiaries or related to the Purchased Business required to be filed on or prior to the date hereof. All such Returns are true, correct and complete and accurately reflect the taxable income (or other measure of Tax) of the Companies and the Subsidiaries in all material respects.

(b) Payment of Taxes. With respect to all amounts in respect of Taxes imposed on the Companies or the Subsidiaries or for which the Companies or the Subsidiaries are or could be liable, whether to Tax authorities (as, for example, under Law) or to other Persons (as, for example, under Tax allocation agreements), with respect to all taxable periods or portions of periods ending on or before the Closing Date, all applicable Tax Laws and agreements have been fully complied with in all material respects, and all such amounts required to be paid by the Companies or the Subsidiaries to Tax authorities or others on or before the date hereof have been paid.

(c) Audit History. Except as set forth on Schedule 4.12, no Returns with respect to the Companies or the Subsidiaries are currently the subject of a Tax audit or examination and neither the Sellers, the Companies, nor the Subsidiaries have received notice of any threatened Tax audit or examination. No material issues have been raised (or are currently pending) by any Tax authority in connection with any of the Returns filed by the Companies or the Subsidiaries in connection with the Purchased Business. No waivers of statutes of limitation with respect to the Returns have been given by or requested with respect to any Taxes of the Companies or the Subsidiaries. Except to the extent shown on Schedule 4.12, all deficiencies asserted or assessments made as a result of any examinations have been fully paid, or are fully reflected as a liability in the financial statements of the Companies, the Subsidiaries or SGS Canada, or are being contested and an adequate reserve therefor has been established and is fully reflected in the Unaudited Financial Statements of the Purchased Business.

(d) Liens. There are no liens for Taxes (other than for current Taxes not yet due and payable) on the assets of the Companies, the Subsidiaries or SGS Canada.

(e) SGS Canada. SGS Canada is not a non-resident person within the meaning of section 116 of the Income Tax Act (Canada).

20

(f) All Taxes of the Companies and Subsidiaries or with respect to the Purchased Business that are required to be withheld and deposited have been withheld and deposited.

(g) No claim has ever been made by a jurisdiction in which any of the Companies or the Subsidiaries does not file Returns that such Company or Subsidiary is or may be subject to taxation in that jurisdiction.

(h) None of the Companies or the Subsidiaries will be required, following the Closing Date, to include in taxable income (or exclude as a deduction from taxable income) any income or expense item that is attributable to a period prior to the Closing Date as a result of a change in method of accounting, closing agreement, installment sale or other event occurring prior to the Closing.

(i) SGS Canada is duly registered for the purposes of the GST Act (registration number 887994150RT0001) and is duly registered for the purposes of the QST Act (registration number 1210803447TQ0001).

Section 4.13. Employee Benefits.

(a) Employee Benefits Plans. Schedules 4.13 (b) and (c) lists each employee welfare benefit plan, employee pension benefit plan, and any other material employee benefit plan, program or arrangement of any kind which the Sellers, the Companies or the Subsidiaries maintain, participate in, contribute to, or is a party to, and in which the Business Employees participate in, or are entitled to receive benefits under, or are a party to, including, without limitation, any written employment agreement and any written retention agreement, any severance, bonus, medical, dental, vision care, disability, employee relocation, cafeteria benefit, dependent care, life or accident insurance, pension, profit sharing, deferred compensation, or other employee incentive program, agreement or commitment, whether covered by private plans or plans mandated under Law (individually, an “Employee Benefit Plan” and collectively the “Employee Benefit Plans”). Except as set forth on Schedule 4.13(a), the Subsidiaries do not have any Employee Benefit Plans and do not have any employees.

(b) US Employee Benefit Plans. Schedule 4 13 (b) lists each Employee Benefit Plan that Sellers, SGS, Mozaic and the Subsidiaries of Mozaic maintain for the benefit of Business Employees in the U.S. or to which SGS, Mozaic and the Subsidiaries of Mozaic contribute for the benefit of Business Employees in the U.S. or in which their Business Employees participate (individually, each an “US Employee Benefit Plan” and collectively the “US Employee Benefit Plans”). Except as set forth on Schedule 4.13(b), with regard to each US Employee Benefit Plan:

(i) Each US Employee Benefit Plan (and each related trust, insurance contract, or fund) complies in form and in operation in all material respects with the applicable requirements of ERISA and the Code including, in the case of a defined compensation plan subject to Code Section 409A, IRS Notice 2005-1 and the proposed regulations promulgated under Section 409A.

(ii) All contributions (including all employer contributions and employee salary reduction contributions) which are due have been paid to each such US Employee Benefit Plan that is an “employee pension benefit plan” under ERISA and the Code (a “US Employee Pension Benefit Plan”) and all contributions for any period ending on or before the Closing Date which are not yet due have been paid to each such US Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of Sellers, SGS and Mozaic

21

(iii) All premiums or other payments for all periods ending on or before the Closing Date have been paid with respect to each such US Employee Benefit Plan that is an “employee welfare benefit plan” under ERISA and the Code (a “US Employee Welfare Benefit Plan”).

(iv) Each such US Employee Benefit Plan that is a US Employee Pension Benefit Plan and intended to meet the requirements of a “qualified plan” under Code Section 401 (a) has received a favorable determination letter from the Internal Revenue Service.

(v) With respect to each US Employee Benefit Plan that Sellers, SGS, Mozaic and the Subsidiaries of Mozaic maintain or in which their Business Employees participate or to which Sellers, SGS, Mozaic and the Subsidiaries of Mozaic have been required to contribute with respect to their Business Employees, except as provided on Schedule 4.13(b)(v):

(1) No US Employee Benefit Plan that is a US Employee Pension Benefit Plan (other than any Multiemployer Plan as defined in Section 3(37) of ERISA) has been completely or partially terminated or been the subject of a reportable event as to which notices would be required to be filed with the Pension Benefit Guaranty Corporation (“PBGC”). No proceeding by the PBGC to terminate any such Employee Pension Benefit Plan (other than any Multiemployer Plan) has been instituted or, to the knowledge of Sellers, threatened.

(2) There have been no Prohibited Transactions with respect to any US Employee Benefit Plan, which are not exempted under ERISA and the Code. No action, suit, proceeding, hearing, or investigation with respect to the administration or the investment of the assets of any US Employee Benefit Plan (other than routine claims for benefits) is pending or, to the best knowledge of Sellers, threatened. Sellers do not have any knowledge of any basis for any such action, suit, proceeding, hearing, or investigation.

(3) Neither Sellers, SGS, Mozaic nor any of their ERISA Affiliates has incurred with respect to the Purchased Business, and none has any reason to expect that the Purchased Business will incur, any liability to the PBGC (other than PBGC premium payments) or otherwise under Title IV of ERISA (including any withdrawal liability) or under the Code with respect to any US Employee Pension Benefit Plan.

(4) Neither Sellers, SGS, Mozaic nor any of their ERISA Affiliates has any liability with respect to the Purchased Business (including withdrawal liability) or contingent liability by reason of a transaction described in Section 4204 of ERISA with respect to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA).

(5) Sellers, SGS, Mozaic and each of their ERISA Affiliates with respect to the Purchased Business have complied with the notice and continuation coverage requirements of section 4980B of the Code and the regulations thereunder, including, without limitation, the “M&A regulations” issued as Treasury Regulations § 54.4980B-9, with respect to each US Employee Welfare Benefit Plan that is, or was during any taxable year of Sellers, SGS, Mozaic or any ERISA Affiliate with respect to the Purchased Business for which the statute of limitations on the assessment of federal income taxes remains open, by consent or otherwise, a group health plan within the meaning of section 5000(b)(1) of the Code.

(6) No payment which is or may be made by, from or with respect to any US Employee Benefit Plan, to any employee, former employee, director or agent of SGS, Mozaic or

22

Subsidiary of Mozaic, either alone or in conjunction with any other payment, will or could properly be characterized as an excess parachute payment under section 280G of the Code.

(c) Foreign Employee Benefit Plans. Schedule 4.13(c) lists each Employee Benefit Plan that Sellers, SGS Canada, SGS Mexico, or SGS UK maintain for the benefit of Business Employees in Canada, Mexico and England and Wales or to which Sellers, SGS Canada, SGS Mexico, or SGS UK contribute for the benefit of Business Employees in Canada, Mexico or England and Wales or in which their Business Employees participate (individually, each a “Foreign Employee Benefit Plan” and collectively the “Foreign Employee Benefit Plans”). Except as set forth on Schedule 4.13(c), with regard to each Foreign Employee Benefit Plan:

(i) All of the Foreign Employee Benefit Plans are and have been established, registered, qualified, invested and administered, in all material respects, in accordance with their terms and all Laws.

(ii) No Foreign Employee Benefit Plan is subject to any pending investigation, examination or other proceeding, action or claim initiated by any regulatory authority, or by any other party (other than routine claims for benefits).

(iii) All contributions or premiums required to be paid by SGS Canada, SGS Mexico, or SGS UK (collectively, the “Foreign Companies”) under the terms of each Foreign Employee Benefit Plan or by Laws have been made in accordance with Laws and the terms of the Foreign Employee Benefit Plans within the required time periods.

(iv) No commitments to improve or otherwise amend any Foreign Employee Benefit Plan have been made except as required by applicable Laws or the terms of the collective agreements applicable to the Foreign Companies.

(v) There have been no improper withdrawals, applications or transfers of assets of any Foreign Employee Benefit Plan.

(vi) No Person who is a fiduciary in respect of a Foreign Employee Benefit Plan has breached any fiduciary obligation with respect to the administration or investment of the assets of any such plan.

(vii) None of the Foreign Employee Benefit Plans enjoy any special tax status under any Laws, nor have any advance tax rulings been sought or received in respect of any Foreign Employee Benefit Plan.

(viii) None of the Foreign Employee Benefit Plans (other than pension plans) provide benefits to retired employees or to the beneficiaries or dependants of retired employees.

Section 4.14. Material Contracts. Sellers have delivered or made available to Purchaser all written Material Contracts. Except for any contracts excluded as Excluded Assets and as set forth on Schedule 4.14, each Material Contract (a) is legal, valid, binding, enforceable, and in full force and effect in accordance with its terms in all material respects (b) neither the Companies, SGS Canada or any Subsidiaries is in breach or default in any material respect, and no event has occurred which with notice or lapse of time (or both) would constitute a breach or default in any material respect, or permit termination, modification, or acceleration under any Contract that (i) is in excess of $500,000, (ii) imposes non-competition obligations on a Company, a Subsidiary or SGS Canada, or (iii) if terminated

23

has a Material Adverse Effect; (c) to the knowledge of Sellers, no third party is in breach or default in any material respect, and no event has occurred which with notice or lapse of time (or both) would constitute a breach or default in any material respect, or permit termination, modification, or acceleration under any Contract in excess of $500,000, and (d) no party has repudiated or, to the knowledge of the Sellers, threatened to repudiate any provision of such Material Contract.

Section 4.15. Environmental.

(a) Except as set forth on Schedule 4.15, the Companies, the Subsidiaries and SGS Canada have obtained all permits, licenses, approvals and other authorizations (including any authorizations or contracts with any public or privately owned wastewater treatment facilities) which are required under any Applicable Environmental Law with respect to the Purchased Business (“Environmental Permits ”), each of such Environmental Permits is in full force and effect, and the Companies, the Subsidiaries and SGS Canada have obtained or applied or filed for and are in compliance with in all material respects with the Environmental Permits and all Applicable Environmental Law, except for such failures to obtain, be in full force and effect or be in compliance which, individually or in the aggregate, have no Material Adverse Effect. Except as set forth on Schedule 4.15, there are no material claims pending or, to the knowledge of Sellers, threatened against the Companies, the Subsidiaries or SGS Canada under any of the Environmental Permits or any Applicable Environmental Law.

(b) Except as set forth in Schedule 4.15, (i) there have been no Releases of any Hazardous Substances by the Purchased Business, the Companies, the Subsidiaries or SGS Canada or, to the knowledge of Sellers, by any other Person on sites currently owned, operated or leased by the Companies, the Subsidiaries or SGS Canada that would be reasonably likely to form the basis of a claim against the Companies, the Subsidiaries or SGS Canada and (ii) no site or facility now or, to the knowledge of Sellers, previously owned, operated or leased by the Companies, SGS Canada, or the Subsidiaries is listed on the National Priorities List promulgated pursuant to CERCLA, or any similar local, state, provincial or foreign governmental list of properties requiring or which may require clean-up, remediation, monitoring, sampling, removal or any other response action (“Remediation”) except for any such Release or listing which has no Material Adverse Effect. Except as set forth in Schedule 4.15, neither the Companies, the Subsidiaries, nor SGS Canada has been convicted of an offense or has been subjected to any judgment, injunction or other proceeding or been fined or otherwise sentenced for or, to the knowledge of Sellers, found in non-compliance with any Applicable Environmental Law in connection with the Purchased Business, except as has no Material Adverse Effect.

(c) Except as set forth in Schedule 4.15 and the Permitted Exceptions, no Encumbrances have arisen under or pursuant to any Applicable Environmental Law on any site or facility currently owned, operated or leased by the Companies, the Subsidiaries or SGS Canada, except for such Encumbrance which, individually or in the aggregate, has no Material Adverse Effect.

Section 4.16. Financial Statements. Schedule 4.16 sets forth the following combined financial statements of the Companies, the Subsidiaries and SGS Canada (the “Financial Statements”):

(a) the audited combined balance sheets as of December 31, 2004 and 2003, and the related audited combined statements of income, comprehensive income and enterprise capital and cash flows for each of the three years in the period ended December 31, 2004, which financial statements have been reported on by, and are accompanied by the report of, PricewaterhouseCoopers LLP (collectively, the “Audited Financial Statements”). The Audited Financial Statements have been prepared in accordance with GAAP consistently applied during the periods involved, and present fairly, in all material respects, the

24

combined financial position of the Companies, the Subsidiaries and SGS Canada as of December 31, 2004 and 2003, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2004.

(b) the unaudited combined balance sheet as of September 30, 2005 and the unaudited combined statement of income for the nine-month period ended September 30, 2005 (collectively, the “Unaudited Financial Statements”). The Unaudited Financial Statements present fairly, in all material respects, the combined financial position and results of operations of the Companies, the Subsidiaries and SGS Canada as of the date and for the period set forth therein, as prepared in accordance with AAP.

Section 4.17. Insurance Policies. Schedule 4.17 sets forth a complete and correct description of each material surety bond and casualty and property insurance policy (collectively, the “Insurance Policies”) maintained by or for the benefit of the Companies, the Subsidiaries and SGS Canada. All such policies are in full force and effect, all premiums have been paid in full, and no written notice of cancellation has been received with respect to any such insurance.

Section 4.18. Workplace Safety and Insurance Act and Workers Compensation Act. Except as set forth on Schedule 4.18, all levies, penalties and assessments, including, without limitation, experience-rating surcharges, workwell surcharges, payroll premiums, non-compliance charges, contributions or other amounts payable, all current assessments under the Workplace Safety and Insurance Act (Ontario), the Act Respecting Industrial Accidents and Occupational Diseases (Quebec), and other similar workers’ compensation legislation in relation to the Purchased Business have been paid or accrued and, to the knowledge of Sellers, the Purchased Business is not subject to any actual audit or premium reassessment, and the Purchased Business has not been subject to any special or penalty assessment under such legislation which has not been paid.

Section 4.19. No Brokers. Except as set forth on Schedule 4.19, none of the Sellers, the Subsidiaries or the Companies have entered into or will enter into any agreement, arrangement or understanding with any person or firm which will result in the obligation of Purchaser to pay any finder’s fee, brokerage commission or similar payment in connection with the transactions contemplated hereby.

Section 4.20. Adequacy of Assets. The material tangible personal property owned or used by the Purchased Business, taken as a whole, is in good operating condition and repair, ordinary wear and tear excepted. Except for the Excluded Assets and as set forth on Schedule 4.20, the personal property, real property and assets to be transferred to Purchaser at the Closing (including without limitation all personal property, real property and assets of the Companies transferred by operation of law pursuant to the stock transfers) constitute all of the personal property, real property and assets required to operate the Purchased Business in the manner as conducted on the date hereof.

Section 4.21. Absence of Changes. Since September 30, 2005, except as set forth in Schedule 4.21 (a) the Purchased Business has been conducted in the ordinary course and, to the knowledge of Sellers, there has not occurred any event, circumstance or fact that, individually or in the aggregate, has a Material Adverse Effect, (b) neither a Seller, a Company nor a Subsidiary has received any written notice of any termination of any Material Contract, which termination has a Material Adverse Effect and (c) none of the Sellers, the Companies, or the Subsidiaries has taken (or agreed to take, except as contemplated by this Agreement) any action that, if taken after the date hereof, would constitute a violation of Section 6.01(g), (h) or (i).

25

Section 4.22. Relationship with Customers and Suppliers. Sellers and the Companies have not received any written notice that any Major Customer of the Purchased Business or E.I. DuPont de Nemours and Company will terminate or materially and adversely modify its business relationship with the Purchased Business.

Section 4.23. No Undisclosed Liabilities. To the knowledge of Sellers, the Companies, the Subsidiaries and SGS Canada do not have any liabilities (whether accrued, absolute, contingent or otherwise and whether due or to become due) except (i) as set forth or reflected on the Financial Statements (or disclosed in the notes thereto), (ii) as disclosed in the Schedules to this Agreement, including Schedule 4.23 hereto, (iii) for Excluded Liabilities, (iv) for liabilities incurred since December 31, 2004, in the ordinary course of business consistent with past practice, or (v) for any liabilities that have no Material Adverse Effect.

Section 4.24. Accounts Receivable. All of the accounts and notes receivable of the Companies, the Subsidiaries and SGS Canada represent amounts receivable for merchandise actually delivered or services actually provided (or, in the case of non-trade accounts or notes represent amounts receivable in respect of other bona-fide business transactions), and have arisen from bona-fide transactions in the ordinary course of business.

Section 4.25. Transactions with Affiliates. Except for the Inter-Company Accounts, the Intra-Company Accounts, or as set forth on Schedule 4.25, none of the Affiliates of either the Companies, the Subsidiaries, SGS Canada or their respective directors, officers, managers or stockholders (a) has borrowed money from, or loaned money to, a Company, a Subsidiary, or SGS Canada, (b) is a party to any Contract with a Company, a Subsidiary, or SGS Canada, (c) has asserted or, to the Seller’s knowledge, threatened to assert any claim against a Company, a Subsidiary, or SGS Canada, (d) is engaged in any transaction with a Company, a Subsidiary, or SGS Canada, or (e) to the Seller’s knowledge, has any direct or indirect financial interest in any competitor, supplier, customer, or distributor of the Purchased Business.

Section 4.26. No Other Warranties or Representations. SELLERS AND PURCHASER SPECIFICALLY ACKNOWLEDGE THAT SELLERS ARE SELLING AND PURCHASER IS PURCHASING THE PURCHASED BUSINESS AND, AS SUCH, IS BUYING THE ON-GOING BUSINESS OF THE COMPANIES, THE SUBSIDIARIES AND SGS CANADA, INCLUDING ACQUIRING ALL BUSINESSES, ASSETS, OBLIGATIONS AND LIABILITIES (OTHER THAN THE EXCLUDED ASSETS AND EXCLUDED LIABILITIES AS SPECIFICALLY SET FORTH HEREIN). PURCHASER ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, UPON WHICH THE PURCHASER HAS RELIED IN ENTERING INTO THIS AGREEMENT, THE ON-GOING BUSINESS IS BEING CONVEYED WITH THE PURCHASED BUSINESS ON AN “AS IS, WHERE IS, WITH ALL FAULTS” BASIS. SELLERS MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, EXCEPT AS SET FORTH IN THIS AGREEMENT AND THE RELATED AGREEMENTS. PURCHASER HAS INSPECTED, HAS HAD AN OPPORTUNITY AND WILL CONTINUE TO HAVE THE OPPORTUNITY TO INSPECT SAID ASSETS, OBLIGATIONS AND LIABILITIES AND IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLERS, COMPANIES, SUBSIDIARIES, SGS CANADA, OR THEIR AGENTS OR REPRESENTATIVES, AS TO ANY MATTERS CONCERNING THE SAME EXCEPT AS PROVIDED IN THIS AGREEMENT.

26

Section 4.27. MCG. Except for the representations and warranties made under Section 4.04 of this Agreement, none of the representations and warranties made by Sellers under this Article 4 will be deemed to be made with respect to MCG. All of the representations and warranties with respect to MCG are exclusively made in clause 5, Schedule 3, and Part 3 of Schedule 4 of the MCG Purchase Agreement (as limited by the disclosure letter to the MCG Purchase Agreement), which representations and warranties are hereby incorporated by reference and constitute all of the representations and warranties with respect to MCG made by Sellers to Purchaser. Sellers are deemed to have made such representations on and as of the date hereof. For purposes of Article 4 (except Section 4.04), the terms Purchased Business and Subsidiaries will not include MCG.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby makes the following representations and warranties to Sellers on and as of the date hereof:

Section 5.01 Authority. Purchaser has full corporate power and authority to enter into this Agreement and each of the Related Agreements to which Purchaser is to be a party and to consummate the transactions contemplated hereby and thereby. The execution of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized in accordance with Purchaser’s corporate charter and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement or the Related Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Related Agreements will be at the Closing, duly and validly executed and delivered by Purchaser and constitute, and the Related Agreements will constitute at the Closing, legal, valid, binding and enforceable agreements of Purchaser, enforceable against Purchaser in accordance with their terms, except as limited (a) by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally, and (b) by general principles of equity.

Section 5.02. Organization and Good Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of Delaware and has full corporate power and authority to consummate the transactions contemplated hereby and to conduct the operations of the Purchased Business.

Section 5.03. Validity of Contemplated Transactions. None of the execution, delivery or performance of this Agreement or the consummation of the transactions hereby contemplated will (a) cause any breach of or conflict with the articles, certificate of incorporation, by-laws, or similar organizational documents of Purchaser; (b) contravene or violate any Law to which Purchaser is subject, or (c) require any filing with, or permit, authorization, consent or approval of any Government or any other Person, except for the filings, permits, authorizations, consents and approvals set forth on Schedule 5.03 or as may be required under the competition Laws of the U.S., Canada, Mexico, UK or any other country or supranational authority having jurisdiction over the parties or the transactions contemplated hereby.

Section 5.04. No Brokers. Purchaser has neither entered into nor will enter into any agreement, arrangement or understanding with any person or firm which will result in the obligation of Sellers to pay any finder’s fee, brokerage commission or similar payment in connection with the transactions contemplated hereby.

27

Section 5.05. Investment Intent. Purchaser is acquiring the Shares for investment and not with a view to the sale or distribution thereof and Purchaser has no commitment or present intention to liquidate the Companies or the Subsidiaries. Sellers have made available or will have made available to Purchaser at a reasonable time before the Closing Date all information necessary for any investment decision and the opportunity to ask questions and receive answers from Sellers regarding all material aspects of the business and operations of the Companies. Sellers have allowed Purchaser to obtain additional information that was or will be necessary to verify the accuracy of the information contained in all written material provided to Purchaser prior to the Closing Date. Purchaser confirms that it has not entered into this Agreement or any document entered into hereunder or referred to herein in reliance upon any guarantee, representation, warranty or undertaking other than those expressly contained herein and acknowledges that it has not relied on, nor will it make any claim in respect of any guarantee, representation, warranty or undertaking made or supplied by or on behalf of Sellers or any other person whatsoever, except as expressly contained herein. Without limiting the general nature of the foregoing, Purchaser confirms that it has not relied on nor will it make any claim against Sellers or any other Person whatsoever in respect of any budget, forecast or other projection of any nature made or supplied by or on behalf of any Person.

Section 5.06. Litigation and Proceedings. There are no material claims, actions, suits, proceedings or investigations, judicial or administrative, pending or to Purchaser’s Knowledge, threatened against Purchaser which seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement.

Section 5.Q7. Availability of Funds. Purchaser has delivered to Alcoa commitment letters from UBS Loan Finance LLC and UBS Securities LLC (the “Commitment Letters”), pursuant to which the lenders thereunder have committed to Purchaser sufficient funds to enable it to consummate the transactions contemplated by this Agreement.

Section 5.08. GST and QST Registrations. Purchaser represents and warrants that it shall use its Best Efforts to become duly registered for the purposes of the GST Act and the QST Act prior to the Closing.

ARTICLE 6

COVENANTS PENDING CLOSING

Section 6.01 Conduct of Business. Sellers will ensure that the Companies, the Subsidiaries and SGS Canada shall, from the date of this Agreement until the Closing Date, conduct the Purchased Business only in the ordinary course and substantially consistent with past practice, and in connection therewith:

(a) maintain and keep their properties and equipment in substantially as good repair, working order and condition as at the date hereof, except for ordinary wear and tear;

(b) except with respect to sales to customers of the Purchased Business in the ordinary course, not sell, transfer or otherwise dispose of or agree to sell, transfer or otherwise dispose of any assets of the Purchased Business which have a sales price in excess of $500,000, individually or in the aggregate;

(c) keep in full force and effect insurance comparable in amount and scope of coverage to that maintained by them with respect to the Purchased Business before the date hereof, except for modifications or changes occurring in the ordinary course of the purchase of insurance coverage by Alcoa and provided that: (i) in no event will the Sellers, the Companies, the Subsidiaries or SGS Canada be required to enter into any replacement policy, the premiums of which exceed 200% of the premiums

28

of the policy to be replaced, and (ii) the refusal of any insurer to renew any such policy will not constitute a breach of this paragraph;

(d) not amend their Corporate Documents;

(e) not transfer, issue, sell or dispose of any shares of capital stock or other equity interests of the Companies or the Subsidiaries or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other equity interests of the Companies or any of the Subsidiaries;

(f) not institute any general layoff of employees or implement any early retirement plan or announce the planning of such a program;

(g) not make or revoke any Tax election or settle or compromise any material Tax liability with any Government;

(h) not change any method of accounting for Tax purposes that would have an impact on a Company or Subsidiary following the Closing Date;

(i) maintain their books of account and records in its usual, regular and ordinary manner, consistent with their past practice;

(j) use their Best Efforts to (i) maintain and preserve the Purchased Business intact; (ii) retain the employees identified in Schedule 4.09; and (iii) maintain the existing relationships of the Purchased Business with its suppliers and customers so that they will be preserved after the Closing; and

(k) not take any affirmative action or intentionally fail to take an action that, in either case, would (i) render any of Sellers’ representations and warranties hereunder inaccurate as of the Closing Date or (ii) result in any of the occurrences set forth in Section 4.21 hereof; and not take or agree in writing or otherwise fail to take any of the actions described in Sections 6.01 (a) to (j) above.

Section 6.02. Contracts, Agreements and Commitments. From the date of this Agreement until the Closing Date, the Companies, the Subsidiaries or SGS Canada will not enter into any agreement, contract or commitment in connection with the Purchased Business involving payments (in one or more installments) in excess of $500,000.00, except in the ordinary course of business, without notice to, and prior consultation with Purchaser.

Section 6.03. Access to Information; Confidentiality.

(a) From the date of this Agreement until the Closing Date, upon reasonable prior notice, and subject to such exceptions determined by the Sellers in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, solely to facilitate consummation of the transactions contemplated by this Agreement and not so that Purchaser may conduct additional diligence, the Sellers shall cause the Companies, the Subsidiaries, and SGS Canada to (i) afford the officers, employees, representatives, attorneys, accountants, advisors, financing sources and other agents (the “Representatives”) of Purchaser reasonable access, during normal business hours, to the offices, properties, Books and Records of the Companies, the Subsidiaries, and SGS Canada for any reasonable purpose or use thereof, and (ii) furnish to the Representatives of Purchaser such additional financial and operating data and other information regarding the Companies, the Subsidiaries, and SGS Canada as Purchaser may from time to

29

time reasonably request and use Best Efforts to endeavor to make the officers, employees, consultant, attorneys, agents, independent accountants and actuaries of the Companies, the Subsidiaries, and SGS Canada available to discuss such aspects of the business, financial conditions or prospects of the Companies, the Subsidiaries and SGS Canada as may reasonably be necessary; provided, however, that such investigation or request shall not materially interfere with any of the businesses or operations of the Companies, the Subsidiaries or SGS Canada; and provided, further, that the auditors and accountants of the Companies, the Subsidiaries or SGS Canada shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers.

(b) From the effective date of this Agreement to the Closing, the Sellers will cause the Companies, the Subsidiaries and SGS Canada and their respective officers, employees and advisors to provide, all cooperation reasonably requested by Purchaser in connection with the arrangement of any financing to be consummated contemporaneously with or at the Closing in respect of the transactions contemplated by this Agreement (the “Financing”), including participation in meetings, due diligence sessions, road shows and the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents and the delivery of management representation letters from the Companies, the Subsidiaries and SGS Canada to accountants as may be reasonably requested by Purchaser. Notwithstanding the foregoing, Purchaser acknowledges and agrees that (i) except as set forth in (ii) below, none of the Sellers or their affiliates, the Companies, the Subsidiaries, SGS Canada or their respective officers, employees or advisors will give, or be deemed to have given, any representation or warranty, or provided any other assurance, to any person, nor owe or accept any duty or responsibility to any Person, whether in contract or in tort or otherwise, nor shall any of them be liable in respect of any Loss arising out of or in connection with the Financing or Sellers’ cooperation with regard to financial reports under Section 8.04(a), including, in connection with a person’s reliance upon any information delivered in connection with the Financing and (ii) the only representations or warranties made by any of the Sellers, the Companies, the Subsidiaries, SGS Canada in relation to the Purchased Business are those expressly set forth in this Agreement and solely on the terms and conditions thereof and such representations and warranties are made exclusively to Purchaser and no one else, except as set forth in Section 14.08.

(c) The Purchaser agrees to indemnify and hold harmless the Sellers and their respective affiliates (for purposes of this Section 6.03 only, as the term “affiliates” is defined in Rule 501(b) under the 1933 Act), officers, employees and advisors against any and all Losses, as incurred, arising out of or connected with the Financing or Sellers’ cooperation with regard to financial reports under Section 8.04(a), including without limitation with respect to:

(i) any Loss arising out of any untrue statement or alleged untrue statement of a material fact made in connection with the Financing or contained in (or deemed to be contained in) any document used in connection with the Financing (or any amendment thereto) (other than as set forth in this Section 6.03(c) below), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading;

(ii) any Loss to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; and

(iii) any Loss (including the fees and disbursements of counsel chosen by Sellers), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding

30

by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above.

The foregoing indemnity in this Section 6.03(c) shall not apply to any Loss if the Purchaser has a right to indemnification from Sellers under Article 13 for the matter that is the subject of such Loss. Any claim for indemnity made by the Sellers pursuant to this Section 6.03(c) shall be made in accordance with the procedures set forth in Article 13. Notwithstanding the above, (i) Purchaser is not responsible for incidental out-of-pocket costs incurred by Sellers and its affiliates, officers and employees to cooperate as contemplated by this Section 6.03, and (ii) Purchaser is responsible for costs incurred by Sellers in engaging Sellers’ outside accounting firm to assist with the Financing, with Purchaser to reimburse Sellers promptly for such costs incurred by Sellers.

Section 6.04. Supplements to Disclosure. From time to time prior to the Closing, Sellers will promptly supplement or amend the Schedules hereto with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in such Schedules. The parties acknowledge that if Sellers supplement or amend the Schedules hereto between execution of this Agreement and the Closing Date as permitted under this Section 6.04, all such supplements and amendments may be considered by Purchaser in assessing whether Sellers have satisfied the Material Adverse Effect condition to Closing set forth in Section 7.02(f).

Section 6.05. Permissible Activities.

(a) Notwithstanding the provisions of this Article 6, except as provided in Section 6.05(b) below, nothing in this Agreement will be construed or interpreted to prevent Sellers, the Companies, the Subsidiaries or any Affiliate of Sellers from at any time between execution of this Agreement and the Closing Date (i) paying or making regular or special dividends or other withdrawals or distributions of cash or marketable securities or of any property that is not necessary for conducting the present operations of the Purchased Business, (ii) eliminating or settling all Inter-Company Accounts, or (iii) engaging in any other transaction incidental to the normal cash management procedures of Sellers, the Companies, the Subsidiaries and the Affiliate of Sellers, including short-term investments in time- deposits, certificates or deposit and banker’s acceptances made in the ordinary course of business consistent with past practice.

(b) Notwithstanding Section 6.05(a) above, Sellers, the Companies, the Subsidiaries and any Affiliate of Sellers may not withdraw or distribute the cash of MCG between execution of this Agreement and the Closing Date. Purchaser will pay to Sellers on the Closing Date the amount of any additional cash injected into MCG by Sellers between execution of this Agreement and the Closing Date. Such payment by Purchaser to Sellers, if any, will be an adjustment to the Purchase Price.

Section 6.06. Transfer of Excluded Assets and Excluded Liabilities. The Companies and the Subsidiaries shall use their Best Efforts to transfer all of the Excluded Assets and Excluded Liabilities that are held by them to one or more of the Sellers or an Affiliate of Sellers prior to the Closing. Such transfers shall be in a form and substance reasonably acceptable to Purchaser.

Section 6.07. Exercise of Best Efforts.

(a) Subject to the terms and conditions herein provided, each of the parties hereto will use its Best Efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper

31

or advisable under Law to consummate and make effective the transactions contemplated by this Agreement, including using its Best Efforts to obtain all necessary waivers, consents and approvals, to effect all necessary registrations, filings and submissions (including, but not limited to such filings, consents, approvals, orders registrations and declarations as may be required under the Laws of the U.S., Canada, Mexico, UK or any foreign country in which the Purchased Business conducts any business or owns any assets). Notwithstanding the foregoing, nothing contained in this Agreement will require or obligate Purchaser or its Affiliates with respect to any competition filing (i) to initiate, pursue or defend any litigation (or threatened litigation) to which any Government is a party; (ii) to agree or otherwise become subject to any material limitations imposed by the Government on (A) the right of Purchaser or its Affiliates effectively to control or operate the Purchased Business, or (B) the right of Purchaser to acquire or hold the Companies or the Subsidiaries or the assets of SGS Canada; or (iii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the Purchased Business. The Sellers agree that no representation, warranty or covenant of Purchaser in this Agreement shall be breached or deemed breached as a result of the failure by Purchaser to take any of the actions specified in the preceding sentence. Subject to applicable Laws relating to the exchange of information, Sellers and Purchaser will have the right to review in advance, and to the extent practicable each will consult with the other on, all the information relating to the Purchased Business or Purchaser, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any governmental authority in connection with the transactions contemplated by this Agreement.

(b) Sellers and Purchaser will keep the other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining all required approvals or consents of any Government. In that regard, each party will without limitation: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of material oral communications, advise the other of) any material communications from or with any Government with respect to the transactions contemplated by this Agreement; (ii) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed material written (or any material proposed oral) communication with any such Government; (iii) not participate in any meeting material to the Closing of this Agreement with any such Government unless it consults with the other in advance and to the extent permitted by such Government gives the other the opportunity to attend and participate thereat; (iv) furnish the other with copies of all material correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Government with respect to this Agreement; and (v) furnish the other with such necessary information and reasonable assistance as Sellers and Purchaser may reasonably request in connection with preparation of necessary filings or submissions of information to any Government. Sellers and Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section as “outside counsel only.” Such materials and the information contained therein will be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of their materials (Sellers and Purchaser, as the case may be) or its legal counsel.

32

ARTICLE 7

CONDITIONS PRECEDENT TO THE CLOSING

Section 7.01. Conditions to the Obligations of Both Parties. The obligations of each of Purchaser and Sellers to consummate the transactions contemplated hereby are subject to the fulfillment of the following conditions precedent:

(a) there will not be any injunction, writ, temporary restraining order or any order of any nature issued by any court or governmental agency directing that the transactions contemplated by this Agreement are illegal or otherwise restrains or prohibits the transactions contemplated by this Agreement;

(b) there will not be pending or known to be threatened any action, proceeding or investigation before any such court or governmental agency seeking as to any party hereto any such injunction, writ, temporary restraining order or other such order; and

(c) if applicable, any waiting period or review required by any Government will have expired, lapsed or been terminated, or such review has been completed and approved, as appropriate;

Section 7.02. Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to consummate the transactions contemplated hereby is subject to the satisfaction, or the waiver by Purchaser in writing, at or prior to the Closing, of the following conditions precedent:

(a) Accuracy of Representations and Warranties. The representations and warranties of each of the Sellers contained in this Agreement and the other documents to be delivered hereunder will have been true and correct as stated when made and will be repeated and be true and correct as stated at and as of the Closing as if the phrase “on and as of the date hereof” in the lead in to Article 4 and Section 4.27 were replaced with the phrase “on and as of the Closing Date,” except as permitted by the interim covenants under Article 6;

(b) Performance by Sellers. Sellers will have duly performed and complied with, in all material respects, the terms, agreements, covenants and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing;

(c) Financing. The Purchaser shall have received the funds necessary to consummate the transactions contemplated by this Agreement pursuant to the terms set forth in the Commitment Letters and otherwise on terms satisfactory to the Purchaser;

(d) Required Consents. All third party consents listed on Schedule 7.02(d) (the “Required Consents”) shall have been obtained and Purchaser shall have received written evidence thereof;

(e) Planning Act Compliance. The subdivision control provisions of the Planning Act (Ontario) will have been complied with, such compliance to be effected by Sellers at their expense, and Purchaser will have been furnished with evidence satisfactory to it that the sale and purchase of the Real Property is in compliance with such provisions;

(f) No Material Adverse Effect. No Material Adverse Effect shall have occurred, nor shall any event or circumstance which has a Material Adverse Effect have occurred between the signing of this Agreement and the Closing Date;

33

(g) Bulk Sales Act Compliance. Purchaser will have been furnished with evidence satisfactory to it that the sale and purchase of the assets of SGS Canada is in compliance with the provisions of the Bulk Sales Act (Ontario); and

(h) Closing Documents. Purchaser will have received all of the documents required to be delivered by Sellers to Purchaser pursuant to Section 10.02.

Section 7.03. Conditions Precedent to Obligation of Sellers. The obligation of Sellers to consummate the transactions contemplated hereby is subject to the satisfaction, or waiver by Sellers in writing, at or prior to the Closing, of the following conditions precedent:

(a) Accuracy of Representations. The representations and warranties of Purchaser contained in this Agreement and other documents to be delivered hereunder will have been true and correct in all respects when made and will be repeated and be true and correct in all respects at and as of the Closing as if the phrase “on and as of the date hereof” in the lead in to Article 5 were replaced with the phrase “on and as of the Closing Date,” except as permitted by the interim covenants under Article 6.

(b) Performance by Purchaser. Purchaser will have duly performed and complied with, in all material respects, the terms, agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing.

(c) Closing Documents. Sellers will have received all of the documents and the Closing Purchase Price required to be delivered by Purchaser to Sellers pursuant to Section 10.03.

ARTICLE 8

ADDITIONAL COVENANTS OF PURCHASER AND SELLER

Section 8.01. Press Releases. Except as may be required by Law, neither Purchaser nor its Affiliates, on the one hand, nor Sellers nor any of their Affiliates, on the other, will issue any press release or other public communication relating to this Agreement or the transactions contemplated hereby without the prior consent of the other, which consent will not be unreasonably withheld or delayed.

Section 8.02. Further Assurances. After the Closing and for no further consideration, Purchaser and Sellers will perform all such reasonable actions and execute, acknowledge and deliver all such reasonable assignments, transfers, consents and other documents as the other may reasonably request to complete the transaction contemplated hereby.

Section 8.03. Cooperation and Assignments.

(a) From the date hereof and after the Closing Date, Sellers will use their Best Efforts, and Purchaser will cooperate with Sellers, to secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties required to be obtained by Sellers to enable Purchaser to obtain the benefit of the transactions contemplated hereby.

(b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby will be construed as an attempt or agreement to assign any right to be assigned to Purchaser pursuant to this Agreement, including any contract, lease, license, governmental permit, certificate, approval, authorization or other right, which by its terms or by Law is non-assignable without the consent of any

34

other party or Government, unless and until such consent will have been obtained. Failure to secure such consent will not constitute a breach of this Agreement, provided, however, the Purchaser shall not be required to close the transaction contemplated by this Agreement unless all Required Consents are obtained or waived. Sellers will use their Best Efforts to cooperate with Purchaser at its request to obtain such consents promptly. Neither Sellers nor any of their Affiliates will have any obligation to remain secondarily liable or to pay any transfer, assignment of other fee to affect the transfer of any contract, license or Permits in connection with this Agreement.

Section 8.04. Access and Cooperation.

(a) After the Closing Date, Purchaser will provide Sellers and Sellers will provide Purchaser with such information as Sellers or Purchaser may from time to time reasonably request with respect to the Purchased Business, and will provide Sellers and their representatives or Purchaser and its representatives, as applicable, reasonable access during regular business hours and upon reasonable notice to the Books and Records, as Sellers or Purchaser may from time to time reasonably request; provided that Purchaser will not be obligated to provide Sellers, and Sellers will not be obligated to provide Purchaser, with any information that is subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, that relates to trade secrets or is in violation of any Law and, provided further that any information so provided by Purchaser to Sellers shall be subject to Section 8.11. At Purchaser’s reasonable request and expense, Sellers agree to make their internal accountants reasonably available after the Closing Date to provide data so that Purchaser may prepare any financial reports for the Purchased Business for pre-Closing periods as may be requested by any Government. Sellers and Purchaser will cooperate with each other and their respective insurers, as applicable, in all reasonable respects in connection with any workers’ compensation claims and the defense of any Third Party Claim, including making available records relating to such workers’ compensation or Third Party Claim and furnishing, employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such workers’ compensation or Third Party Claim or for testimony as a witness in any proceeding relating to such workers’ compensation or Third Party Claim. The defending party shall pay all reasonable out-of-pocket expenses incurred by the employees of the non-defending party in connection with the previous sentence.

(b) Subrogation of Sellers. The parties acknowledge that the Companies and Subsidiaries have rights of recovery, claims and privileges against various third parties with respect to the Purchased Business (including without limitation sellers of the stock or assets that now constitute part of the Purchased Business under the various acquisition agreements between such sellers and the Companies and/or the Subsidiaries), which rights, claims and privileges will be transferred to Purchaser as part of the Purchased Business and which rights, claims and privileges may overlap with Purchaser’s indemnifications rights set forth in this Agreement. The parties further acknowledge that the parties do not intend that Purchaser recover any Loss incurred related to the Purchased Business from both Sellers on one hand, and any such third party, on the other. Accordingly, if Sellers indemnify Purchaser under this Agreement and any of the Companies or Subsidiaries has a right of recovery, claim or privilege against a third party to recover all or a portion of the amount indemnified by Sellers, then Purchaser will assign to Sellers Purchaser’s rights of recovery, claims and privileges therefor so that Sellers may separately seek to recover from such third party the amount of the indemnification paid by Sellers to Purchaser hereunder. If any such right, claim or privilege is not by its terms assignable or require the consent of a third party and such third party will not provide such requisite consent, Purchaser will retain such rights, claims and privileges for the benefit of Sellers and will make its Best Efforts to cooperate with Sellers (at Sellers’ expense) in all reasonable respects at Seller’s request to facilitate the enforcement of such rights, claims and privileges on behalf of Sellers.

35

(c) Pursuant to this Agreement, Sellers will retain, as part of the Excluded Assets, certain rights, claims and privileges of the Sellers and the Subsidiaries related to the Excluded Assets and Excluded Liabilities. Rights of recovery, claims and privileges against third parties will include without limitation the rights of SGS UK under the MCG Purchase Agreement to recover from the seller of MCG or any third party escrow holder pursuant to the MCG Purchase Agreement with respect to any transfer of the liabilities out of the Pension Scheme, including any rights to the Retention Account and the Second Retention Account, as such terms are defined in the MCG Purchase Agreement. If any of such rights, claims or privileges are not by its terms assignable or require the consent of a third party and such third party will not provide such requisite consent, the Purchaser will retain such rights, claims and privileges for the benefit of Sellers and will make its Best Efforts to cooperate with Sellers (at Sellers’ expense) in all reasonable respects at Seller’s request to facilitate the enforcement of such rights, claims and privileges on behalf of Sellers, including without limitation, continued enforcement of the Cylicron Engineered Cylinders, LLC v. Southern Graphic Systems settlement. With respect to those rights, claims and privileges that, but for lack of the requisite consent, would have been transferred to Sellers under this Agreement under Section 8.04(b) and this Section 8.04(c), Purchaser agrees that after the Closing, the Companies and the Subsidiaries (i) will continue to enforce, at Sellers’ expense, such rights, claims and privileges that are currently being enforced, (ii) will enforce, at Seller’s expense and request, such rights, claims and privileges as are not currently being enforced, and (iii) will not waive or otherwise release any third party from such rights, claims and privileges without Sellers’ consent. Purchaser’s cooperation will include, without limitation, the Companies and the Subsidiaries using or continuing to use, at Seller’s expense, Sellers’ designated counsel to enforce such rights, claims and privileges on Sellers’ behalf. Purchaser expressly agrees that Sellers will control all disputes and proceedings at Seller’s expense, in enforcing such rights, claims and privileges on Sellers’ behalf.

(d) Sellers and Purchaser will cooperate with each other and their respective insurers, as applicable, in all reasonable respects in connection with any claims or privileges retained by Sellers and the defense of any Third Party Claim, including making available records relating to such claims and furnishing, at the defending party’s expense, employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such claims or for testimony as a witness in any proceeding relating to such claims.

(e) If, after the Closing Date, Sellers receive payment with respect to the Purchased Business (including without limitation accounts receivable), Sellers will promptly remit such funds to Purchaser. Similarly, if, after the Closing Date, Purchaser receives payment with respect to any of the Excluded Assets, Purchaser will promptly remit such funds to Sellers.

Section 8.05. Liabilities. Purchaser understands and agrees that from and after the Closing, except for the Excluded Liabilities, the indemnity obligations set forth in Section 11.05 and Article 13, and as otherwise specifically provided in this Agreement to the contrary, Sellers will have no liability or responsibility for any liability or obligation of or arising out of or relating to the Companies, the Subsidiaries or the operation or ownership by Sellers (or any of its predecessors) of the Companies, the Subsidiaries or the Purchased Business of whatever kind or nature, whether contingent or absolute and whether arising prior to or on or after the Closing Date.

Section 8.06. Tax Matters.

(a) Each of the Sellers will be responsible for the preparation and filing of all Returns required by Law to be filed with respect to the Companies and the Subsidiaries or relating to the Purchased

36

Business, measured by and/or including periods ending on or before the Closing Date and for the payment of all Taxes due with respect to such Returns, including all increases in Taxes for which the Companies and the Subsidiaries become liable after the Closing Date because of audit adjustment made by Tax authorities to any item of income, deduction or credit reported with respect to such entity for any taxable year ending before or on the Closing Date, over the amount of Taxes for which the Companies and the Subsidiaries would have been liable absent such adjustments (all such Returns, the “Pre-CIosing Returns” and all Taxes related thereto “Pre-CIosing Taxes”). All Pre-CIosing Returns shall, so far as they relate to the Companies, the Subsidiaries or the Purchased Business, be prepared in a manner consistent with past practice and shall accurately reflect the taxable income (or other measure of Tax) required to be reported on such Return. Purchaser, the Companies and the Subsidiaries will cooperate in such preparation and filing of all such Returns, including the preparation and execution of Tax forms and related schedules for inclusion in Sellers’ Returns when such data becomes available to Purchaser, the Companies and the Subsidiaries. Each of the Sellers will retain any refunds received of Taxes paid for periods ending on or before the Closing Date to the extent not reflected in Closing Net Working Capital. For periods ending on or before the Closing Date, the Companies and the Subsidiaries may be included in Sellers’ consolidated federal income Return and any state or local unitary, combined and/or consolidated Return which will be filed under the Law applicable and in effect thereto.

(b) Except as otherwise provided in this Agreement, Purchaser will be responsible, after the Closing Date, for the preparation and filing of all Returns required to be filed with respect to the Companies, the Subsidiaries or the Purchased Business following the Closing Date and the payment of all Taxes due with respect to such Returns. Purchaser will reimburse Sellers for any Taxes paid by Sellers following the Closing with respect to any taxable period of the Companies and the Subsidiaries subsequent to the Closing Date. Sellers will reimburse Purchaser for any Taxes paid by Purchaser with respect to the Companies and the Subsidiaries for periods prior to the Closing Date that exceed the amount accrued for such Taxes in final determination of Closing Net Working Capital.

(c) With the cooperation of Seller, Purchaser shall prepare (or cause to be prepared), and shall file (or cause to be filed) all Returns (other than the income tax return of SGS Canada) for Tax periods which begin before the Closing Date and end after the Closing Date. Purchaser shall provide Seller with a copy of each such Return that relates to income Taxes, together with a proposed calculation of the portion of the Taxes allocable to the portion of such taxable period ending on the Closing Date for its review and comment at least 21 days prior to the applicable filing deadline for such Return (taking into account applicable extensions) and shall make such changes to such Returns as Purchaser shall reasonably request in writing no later than 10 days prior to the applicable filing deadline. Purchaser shall pay to the appropriate Tax authorities all Taxes due with respect to such Tax periods; provided that, Seller shall pay to Purchaser within fifteen (15) days after the date on which such Taxes are paid, an amount equal to the portion of such Taxes which relates to any period prior to the Closing Date and that exceed the amount properly accrued for such Taxes in final determination of Closing Net Working Capital. For purposes of this Section 8.06, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the period prior to the Closing Date shall (i) in the case of any real property, personal property and other ad valorem Taxes, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of all other Taxes, be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Closing Date. The portion of any refunds or credits relating to a Tax period that begins before and ends after the Closing Date shall be determined as though the relevant Tax period ended on and included the Closing Date.

37

(d) With respect to any future claims by Tax authorities arising from Pre-Closing Returns relating to the Companies or the Subsidiaries, Alcoa will have the right to contest or cause the Companies or the Subsidiaries to contest such claims on Sellers’ behalf and at Alcoa’s expense. Alcoa will have the right, at Alcoa’s expense, to cause the Companies and the Subsidiaries to amend any returns of the Companies and the Subsidiaries, relating to taxable periods ending on or before the Closing Date. Purchaser or the Purchased Business will remit to Sellers within a reasonable period of time any funds paid to the Purchased Business as a result of a successful contest of such claim or amended returns. Purchaser and the Companies will have the right to contest any future claims that may arise, or to amend any Returns of the Companies (other than Sellers’ consolidated federal income Return and any state or local unitary, combined and/or consolidated Returns), relating to the period subsequent to the Closing Date. Sellers will cooperate in furnishing information including Books and Records in connection with any such contest.

(e) The party responsible under this Section 8.06 for filing the Returns applicable to the relevant Tax shall control any audits, disputes, administrative, judicial or other proceedings related to Taxes with respect to which either party may incur liability hereunder. Subject to the preceding sentence, if an adverse determination may result in each party having responsibility for an amount of Taxes under this Section 8 06, each party shall be entitled to reasonably participate in that portion of the proceedings relating to the Taxes with respect to which it may incur liability hereunder. For purposes of this Section 8.06 the term “participation” shall include (i) participation in conferences, meetings or proceedings with any taxing authority, the subject matter of which includes an item for which such party may have liability hereunder, (ii) participation in appearances before any court or tribunal, the matter of which includes an item for which a party may have liability hereunder, and (iii) with respect to the matters described in the proceeding clauses (l) and (n), participation in the submission and determination of the content of the documentation, protests, memorandum of fact and law, briefs, and the conduct of oral arguments and presentations.

(f) Purchaser will provide or will cause the Companies and the Subsidiaries to provide, to Sellers within a reasonable period of time any information, including information contained in Books and Records, in their possession for the period ending on or before the Closing Date in response to all reasonable requests by Sellers, including without limitation (i) as necessary to complete the Returns required to be filed by Sellers or necessary in connection with any contest of any claims by or against a Tax authority, (ii) as necessary to make corrections to previous Returns, and (iii) in the event of an audit by a Tax authority. Purchaser will, and will cause the Companies and the Subsidiaries to prepare and/or execute Tax forms and related schedules for inclusion in Sellers’ Returns as reasonably requested by Sellers.

(g) At Purchaser’s option, Alcoa and Purchaser shall join in making and shall take all steps necessary to make a timely, effective and irrevocable election under Section 338(h)(10) of the Code and any comparable statute in any other state, local jurisdiction with respect to the purchase and sale of the SGS Shares pursuant to this Agreement and for any Subsidiaries for which such an election may be available (the “Section 338(h)(10) Elections”), and to file such Section 338(h)(10) Elections in accordance with applicable laws Purchaser and Seller shall cooperate in the completion and timely filing of such Section 338(h)(10) election and all documentation required to be submitted to any taxing authority in accordance with the provisions of Treasury Regulation Section 1 338(h)(10)-l or any successor provision. Purchaser shall prepare and Alcoa shall execute IRS Form 8023 with respect to the Section 338(h)(10) Elections, which shall be delivered at Closing, and Purchaser shall be responsible for the actual filing of such form.

38

(h) In the event such Section 338(h)(10) Election is made pursuant to Section 8.06(g):

(i) Purchaser, Sellers and Alcoa shall cooperate in the completion and timely filing of such Section 338(h)(10) Elections and all documentation required to be submitted to any taxing authority in accordance with the provisions of Treasury Regulation Section 1.338(h)(10)-l or any successor provision.

(ii) Within sixty (60) days after the Closing Date, Purchaser shall deliver to Sellers a completed IRS Form 8883 including a proposed allocation of that portion of the Purchase Price attributed to SGS on Schedule 2,04, as adjusted, among the assets of SGS. The proposed allocation must be made in accordance with Section 338 of the Code and Treasury Regulations promulgated thereunder. Within the twenty (20) day period following receipt of the proposed allocation, Sellers shall notify the Purchaser in writing of its approval or of any objections that it may have. If Sellers approves of the proposed allocation, such allocation shall become final. If Sellers’ object to the proposed allocation, the Purchaser and Sellers shall use their good faith efforts to resolve the matter within the (60) day period following receipt by the Purchaser of Seller’s objection. If the Purchaser and Sellers are unable to resolve the matter within such period, then Purchaser and Sellers will jointly cooperate in good faith promptly to select an independent public accounting firm, of national reputation, to arbitrate the dispute, to review the proposed allocation and to determine the appropriate allocation in accordance with the terms and conditions of this Section within a further period of thirty (30) days. Such determination shall be final and binding on the Purchaser and Sellers. The fees and expenses of the independent public accounting firm will be paid one-half by Purchaser and one-half by Sellers.

(i) Except as otherwise expressly provided in this Agreement, all Tax sharing, Tax indemnification or similar agreements with respect to Taxes to which a Company or Subsidiary may be a party to prior to the Closing shall be terminated on or before the Closing and none of the Companies or the Subsidiaries shall have any obligation thereunder following the Closing.

(j) Following the Closing, Sellers shall fully indemnify and hold the Purchaser, the Companies, the Subsidiaries and their Affiliates harmless with respect to all Losses attributable to the following Taxes:

(i) All Taxes of the Companies and the Subsidiaries for any taxable period ending on or before the Closing Date (or in the case of a taxable period beginning on or before the Closing Date and ending following the Closing Date, the portion of such taxable period ending on the Closing Date) including any and all Taxes attributable to the Section 338(h)(10) Elections;

(ii) All Taxes of SGS Canada; and

(iii) All Taxes of any other Person for which a Company, Subsidiary or SGS Canada may become liable following the Closing Date:

(A) pursuant to Treas. Reg. §1.1502-6 (or analogous provision of state; local or foreign Tax law) as a result of being a member of a consolidated, combined, unitary or other group of corporations at any time prior to the Closing;

(B) as a result of being a party to a Tax sharing, Tax indemnification or similar agreement prior to the Closing; or

39

(C) as a result of being a successor to such other person for Tax purposes by merger, liquidation or other transaction prior to the Closing.

Section 8.07. Alcoa Names; Purchaser’s Obligations Post-Closing. After the Closing Date, none of Purchaser, the Companies, or the Subsidiaries may use the terms “Alcoa,” “Aluminum Company of America,” or any similar trade names or trademarks, including the Alcoa symbol trademark (the “Prohibited Terms”) for any purpose whatsoever except as specifically permitted on a transitioned basis only in this Section 8.07. Within 60 days after the Closing Date, Purchaser shall take all actions necessary so that the Purchased Business will have ceased using the Prohibited Terms in any manner and will have removed them from all elements of the Purchased Business including, but not limited to, its stationery, marketing documentation and all other external written communications that contain the Prohibited Terms, buildings, plant, machinery, vehicles, products and packaging. Promptly after but in no event later than five Business Days after the Closing Date, Purchaser will ensure that all stationery, marketing and all other external written communications used in the Purchased Business that contain Prohibited Terms clearly indicate the true nature of the ownership of the Purchased Business. Purchaser shall indemnify Sellers against any loss suffered by Sellers as a result of the Purchaser’s breach of its obligations pursuant to this Section 8.07. Purchaser, the Companies, the Subsidiaries and the Purchased Business acknowledge and agree that they will be prohibited from using the Prohibited Terms in any manner whatsoever after the expiry of such 60-day period following the Closing Date. Purchaser acknowledges that breach of this Section 8.07 would cause irreparable harm to Sellers and as such Purchaser consents to an injunction without the posting of a bond and Sellers shall be entitled to any other remedies Sellers are entitled to for such breach under equity or Law.

Section 8.08. Confidentiality. The terms of the Confidentiality Agreement signed by Citigroup Venture Capital Limited and Deutsche Bank Securities Inc. dated July 6, 2005 (the “Confidentiality Agreement”), are hereby incorporated by reference and will continue in full force and effect until the Closing, at which time the obligations of Purchaser under such Confidentiality Agreement with respect to the Purchased Business will terminate.

Section 8.09. Insurance Policies.

(a) Before the Closing Date, Sellers will ensure that Alcoa maintains the insurance policies and surety bonds with respect to the Purchased Business maintained by Alcoa as of the date of this Agreement. As of the Closing Date, Sellers will ensure that Alcoa will cause to be canceled that part of any such contract of insurance or surety bond maintained by Alcoa for the Purchased Business, and Purchaser shall assume such responsibilities.

(b) Purchaser acknowledges and understands that the Purchased Business is currently a participant in Sellers’ insurance program and, as such, is billed on an ongoing basis by Sellers or one of their Affiliates for the self-insured or deductible portion of all of the claims of the Purchased Business administered under that program with respect to the Purchased Business (“Administered Claims”) and related expenses and charges, as well as premium audit adjustments related to Purchased Business under the program.

(c) After the Closing, Sellers or their Affiliates may pay or otherwise incur the following costs and expenses (on behalf of the Purchaser) to Sellers’ brokers, insurance carriers, and/or claims administrators insuring or administering Sellers’ insurance program (i) amounts related to the self-insured portion (including, but not limited to, payment obligations under deductibles and self insured retentions) payable on Administered Claims, and (ii) expenses and charges arising out of the administration of an

40

Administered Claim (hereinafter, collectively referred to as an “Insurance Payment”). To the extent that any Insurance Payment relates to an Administered Claim that is not subject to Sellers’ obligations set forth in Article 13 of this Agreement or any indemnification provision in the Agreement, Purchaser agrees to reimburse, or to cause the Purchased Business to reimburse, Sellers, their Affiliates, or their respective assigns or designees, as the case may be, for the amount of the Insurance Payment within thirty (30) days of receipt of such request for reimbursement and customary documentation evidencing such payment.

(d) Purchaser, its Affiliates and the Purchased Business shall fully cooperate with Sellers, their Affiliates, their insurers and claims administrators in the defense of all Administered Claims for which the Purchased Business is entitled to defense and indemnification.

Section 8.10 Noncompete.

(a) Sellers, on their own behalf and on behalf of their Affiliates (each a “Restricted Party”), covenant that each will not, for a period of five years from the Closing Date, anywhere in North America (including without limitation Mexico and Canada), Europe and Asia, engage in or become associated as a partner, owner, stockholder, member, officer or director of any Person engaged in any business that directly or indirectly competes with the Purchased Business as conducted as of the Closing Date. For greater certainty, the Restricted Party covenants that it will not provide property or services in competition with the property or services to be provided by Purchaser in the course of carrying on the Purchased Business as conducted by Purchaser as of the Closing Date, for a period of five years from the Closing Date, anywhere in North America (including without limitation Mexico and Canada), Europe and Asia. The Restricted Party and the Purchaser acknowledge that the non-competition covenant granted in this Section 8.10(a) is granted to maintain or preserve the value of the goodwill acquired by Purchaser from the Restricted Party hereunder. Notwithstanding anything to the contrary in this Section 8.10(a), none of the Restricted Parties shall be prohibited from (i) acquiring a controlling interest in any Person (whether as shareholder, principal, partner, agent, security holder, independent contractor, consultant or otherwise) that owns less than ten percent of any class of security of a Person which competes with the Purchased Business if such security is publicly traded on a national securities exchange, (ii) acquiring a business if no more than 25% of its revenues are derived from activities that are competitive with the Purchased Business, (iii) acquiring a business if the total revenues that are derived from such competitive activities are less than $10,000,000, or (iv) acquiring a business that provides internal graphic services similar to the services performed by the Purchased Business only to the acquired business and not to any third parties. The provisions of this Section 8.10(a) are in no way intended to restrict, limit or otherwise alter the operation by the Restricted Parties of their businesses as conducted as of the Closing Date.

(b) Release. On the Closing Date, the Sellers, on behalf of themselves and their Affiliates (other than the Companies and the Subsidiaries), in consideration of the mutual promises set forth herein and other valuable consideration, release and discharge each of the Companies and the Subsidiaries and their respective officers, directors, partners, members, agents, attorneys, representatives, employees, executors, trustees, and Affiliates and their respective successors and assigns (collectively, for purposes of this Section 8.10(b), the “Released Parties”) from all actions, causes of action, suits, debts, dues, sums of money, accounts, covenants, agreements, promises, damages, judgments, executions, claims and demands whatsoever, in law or equity, whenever arising, which the Sellers and/or their successors,

41

assigns, or trustees ever had, now have or hereafter can, shall or may, have against one or more of the Released Parties; provided, however, that this release shall not affect either (i) the rights or obligations of any of the parties to this Agreement or any agreements contemplated hereby or entered into in connection herewith, or (ii) any commercial arrangements relating to the sale of goods and/or services between the Companies, the Subsidiaries and SGS Canada, on the one hand, and the Sellers and their Affiliates (other than the Companies, the Subsidiaries and SGS Canada), on the other hand, subject to Section 8.12.

Section 8.11. Confidentiality. After the Closing Date, the Sellers shall, and shall cause each of their Representatives and Affiliates to, except as required by law or legal process, maintain in confidence any and all information concerning the Purchased Business known by Sellers and disclose such information only to their Representatives. Sellers shall cause each of their Representatives to agree for the benefit of Purchaser to maintain the confidentiality of such information and Sellers shall be liable for any breach of such agreement by Representative. Sellers shall have no liability hereunder for disclosure of any such information which can be shown to have been in the public domain other than as a result of an unauthorized disclosure by Sellers or any of its Affiliates or Representatives. In the event that Sellers or any of their Affiliates or any Representatives is legally compelled to disclose any of such information, Sellers will (x) give prompt notice thereof to Purchaser to enable Purchaser, at Purchaser’s cost, to seek an appropriate protective order, and (y) furnish only such portion of such information as is legally required to be disclosed.

Section 8.12. Inter-Company Accounts; Intra-Company Accounts. Prior to the Closing, Sellers will settle or eliminate all Inter-Company Accounts so that, on the Closing Date, the Companies, the Subsidiaries and SGS Canada are not indebted to or owed by the Sellers or any Affiliate of the Sellers, except to the extent otherwise agreed in writing by Sellers and Purchaser. Sellers will not eliminate Intra-Company Accounts and such Intra-Company Accounts will become the responsibility of Purchaser as of the Closing Date. On the Closing Date, Sellers will determine the dollar invoice value of all accounts receivable of the Purchased Business arising from orders placed by a Seller or an Affiliate of Sellers (other than the Companies, the Subsidiaries or SGS Canada) with the Companies, the Subsidiaries and SGS Canada and shipped and invoiced by a Company, a Subsidiary or SGS Canada in the 30 day period immediately preceding the Closing Date. Sellers will not settle or eliminate these accounts receivable as Inter-Company Accounts and instead will reclassify them as trade receivables and transfer them to Purchaser as part of the Purchased Business. The parties will include these accounts receivable in calculating the Closing Net Working Capital.

Section 8.13. Election in respect of accounts receivable and the GST and QST Act.

(a) SGS Canada and Purchaser will execute, on a timely basis and using the prescribed forms, joint elections under section 22 of the Income Tax Act (Canada) and section 184 of the Taxation Act (Quebec) as to the sale of the accounts receivable of SGS Canada to be purchased hereunder, and will each file such election forms with the Canada Revenue Agency and the Ministére du Revenu du Québec with their respective Returns for their respective Tax years that include the date hereof and will prepare their respective Returns in a manner consistent with such joint elections. For purposes of such joint elections, the elected amount in respect of the accounts receivable will be consistent with the Purchase Price allocation as set forth in or determined pursuant to Section 2.03 with respect to the accounts receivable (after taking into account any adjustments under Section 3.03).

42

(b) Provided that the Purchaser is duly registered for the purposes of the GST Act and QST Act, the Purchaser and SGS Canada shall, on or before Closing, jointly execute the prescribed election forms to jointly make the elections provided for under section 167 of the GST Act and section 75 of the QST Act apply to the sale and purchase of the Purchased Business of SGS Canada hereunder so that no GST or QST is payable in respect of such sale and purchase under the GST Act and QST Act. Purchaser will file such election forms with the Ministere du Revenu du Quebec within the time prescribed by the GST Act and the QST Act.

Notwithstanding such election, in the event it is determined by Canada Revenue Agency or Ministere du Revenue of Quebec, as the case may be, that there is a liability of Purchaser to pay, or of SGS Canada to collect and remit, any GST or QST on all or part of the Purchased Business, such GST and QST shall be forthwith paid by Purchaser to Canada Revenue Agency or Ministere du Revenue of Quebec, or to SGS Canada, as the case may be, and the Purchaser shall indemnify and save SGS Canada harmless with respect to any such GST and QST, as well as any interest and penalties relating thereto.

Section 8.14. Election in Respect of Restrictive Covenants. SGS Canada and Purchaser confirm that (i) no proceeds are received or receivable by SGS Canada for granting the non-competition covenant under Section 8.10(a) (“Non-Compete”) and (ii) the amount that could otherwise be regarded as consideration for the Non-Compete is included in the allocation to goodwill of the Purchased Business to be acquired from SGS Canada. SGS Canada and Purchaser will execute and file, on a timely basis and using the prescribed form, joint elections to have (i) paragraph 56.4(3)(b) of the Income Tax Act (Canada), as proposed in clause 70 of the July 18, 2005 draft technical amendments to the Income Tax Act (Canada), apply to the amount of the Purchase Price attributable to the Non-Compete and (ii) subsection 56.4(5) of the Income Tax Act (Canada), as proposed in clause 70 of the July 18, 2005 draft technical amendments to the Income Tax Act (Canada), apply to the Non-Compete, and shall prepare their respective Returns consistent with such joint elections. For the purposes of such joint elections, the amount of the Purchase Price attributable to the Non-Compete will be consistent with the Purchase Price allocation determined in accordance with Section 2.04. SGS Canada and Purchaser confirm that the amount allocated to the Non-Compete in accordance with Section 2.04 is the portion of the Purchase Price paid by Purchaser to SGS Canada that can reasonably be regarded as consideration for the Non-Compete. If any Tax authority or Government having jurisdiction alleges that the portion of the Purchase Price paid to SGS Canada that can reasonably be regarded for the Non-Compete is not the amount SGS Canada and Purchaser have allocated in accordance with Section 2.04, SGS Canada may, after consultation with such Tax authority or Government, adjust the allocation of the Purchase Price between the Non-Compete and any amount otherwise allocated to the Purchased Business (the “Reallocation”). Thereafter, the Purchase Price paid to Sellers for the Non-Compete and the Purchased Business will be deemed to be and always to have been the corresponding amounts under the Reallocation and SGS Canada and Purchaser will amend their elections or make such further elections as may be necessary. If prescribed forms are not available at that time, then the elections shall be made in an manner acceptable to the Canada Revenue Agency. If the Ministere des Finances du Quebec proposes similar provisions, then SGS Canada and Purchaser agree to make similar elections under the Taxation Act (Quebec).

Section 8.15. Election in respect of future obligations. SGS Canada and Purchaser will execute in a timely fashion a joint election under subsections 20(24) and 20(25) of the Income Tax Act (Canada) and sections 157.10 and 157.11 of the Taxation Act (Quebec) in respect of amounts for future obligations and will file such elections with the Canada Revenue Agency and the Ministere du Revenu du Quebec with their respective Returns for their respective Tax years that include the date hereof.

43

Section 8.16. Purchaser Payment For Third Party Sale of the Purchased Business.

(a) If within a period of twelve months from the Closing Date, Purchaser consummates a Third Party Sale Transaction and the Enterprise Value represented by such transaction exceeds the Purchase Price by more than the sum of (i) $150 million, plus (ii) any cash used by Purchaser to acquire any business during such twelve-month period (the sum of (i) and (ii), the “Threshold”), the Purchaser shall pay Sellers 50% of the amount by which the Enterprise Value exceeds the sum of the Purchase Price and the Threshold.

(b) As used herein, (i) a “Third Party Sale Transaction” means (A) the divestiture of at least 50% of the Ownership Interest of Purchaser (through a sale of ownership interest, merger and/or consolidation), or (B) the sale of a majority of the business or assets of Purchaser, in a single transaction or a series of related transactions, to a third party other than Citigroup Venture Capital Equity Partners, L.P., Sycamore Ventures, or the Leong Family or their respective Affiliates, officers, directors, employees, or partners, (ii) “Ownership Interest” means either the common stock of Purchaser as calculated on a fully-diluted basis or the majority of the assets of the Purchased Business, and (iii) “Enterprise Value” means (A) in the case of the divestiture of at least 50% of the common stock of Purchaser, the amount paid by the third party to purchase the Ownership Interest (grossed up to represent 100% of the Ownership Interest), plus the Indebtedness of the Purchaser at the time of such sale, less the cash or cash equivalents at the time of such sale, or (B) in the case of a sale of a majority of the assets of the Purchased Business, the amount paid by the third party to purchase such assets, plus the fair market value of any assets of Purchaser which are retained by or otherwise distributed to its stockholders or affiliates in anticipation of or in connection with the Third Party Sale Transaction, plus the Indebtedness of the Purchaser at the time of such sale, less the cash or cash equivalents at the time of such sale.

(c) For the avoidance of doubt, the Enterprise Value will be computed in a manner as illustrated in the examples below.

Example-Sale of Ownership Interest

Within twelve months of the Closing Date, Purchaser closes the sale of 75% of the Ownership Interest to a third party, in a single transaction or a series of related transactions, for $225 million. At the time of the sale, the Indebtedness is $320 million, the cash or cash equivalents is $20 million, and the Purchaser has not used any cash to acquire any business. The Enterprise Value in this example is $600 million, calculated as ($225 million/.75), plus $320 million Indebtedness, minus $20 million in cash. The Threshold is $150 million. Using an illustrative $410 million Purchase Price, the Purchaser will pay the Sellers $20 million, calculated as (i) 50%, multiplied by (ii) $600 million, less $410 million, less $150 million.

Example-Sale of a majority of the business or assets

Within twelve months of the Closing Date, Purchaser closes the sale of a majority of the business or assets to a third party, in a single transaction or a series of related transactions, for $250 million. The fair market value of the assets retained by the Purchaser is $150 million. At the time of the sale, the Indebtedness is $220 million, the cash or cash equivalents is $20 million, and the Purchaser has not used any cash to acquire any business. The Enterprise Value in this example is $600 million, calculated as $250 million, plus $150 million, plus $220 million Indebtedness, minus $20 million in cash. The Threshold is $150 million. Using an illustrative $410 million Purchase Price, the Purchaser will pay the Sellers $20 million, calculated as (a) 50%, multiplied by (b) $600 million, less $410 million, less $150 million.

44

Section 8.17. Intangible Property. Sellers and Purchaser acknowledge that not all Intangible Property of the Purchased Business is registered or properly registered and the Sellers have taken reasonable steps to register the material Intangible Property set forth on Schedule 4.06 prior to the Closing Date. Purchaser further acknowledges that such registrations may not be complete by the Closing Date. Sellers will use their Best Efforts to cooperate with Purchaser in registering such material Intangible Property after the Closing Date.

Section 8.18. Eastgate - Reimbursement of Expenses. Pursuant to the Eastgate Purchase Agreement and Virginia Law, SGS is entitled to reimbursement for expenses associated with moving from the Eastgate facility to a new facility. As SGS receives such reimbursements from time to time after the Closing Date for such capital and non-capital expenses incurred prior to the Closing Date, Purchaser will promptly remit those funds to Sellers. After the Closing Date, if SGS submits claims for reimbursement of such expenses incurred after the Closing Date and the Commonwealth of Virginia denies any of such claims submitted by SGS for reimbursement for expenses incurred after the Closing Date, then Sellers will promptly reimburse SGS for the amount of such denied claims up to $2.0 million. Purchaser will cause SGS to submit all claims for expenses on a timely basis, with a copy of each claim to Sellers, as well as a copy of any response from the Commonwealth of Virginia regarding acceptance or denial of each claim. Any reimbursement by Sellers for such denied claims under this Section 8.18 will be treated as an adjustment to the Purchase Price.

Section 8.19. MCG Net Cash Adjustment. Promptly upon resolution of the net cash adjustment between SGS UK and the seller of MCG under the MCG Purchase Agreement, Purchaser will pay to Sellers (or Sellers’ designated Affiliate, other than the Companies or the Subsidiaries) the actual net cash adjustment received by SGS UK from the seller of MCG under the MCG Purchase Agreement (which Sellers anticipate will be approximately 101,000 United Kingdom pounds sterling). If the seller of MCG does not pay to Purchaser the amount due and owing SGS UK under the MCG Purchase Agreement, SGS UK will use its Best Efforts to exercise its rights under the MCG Purchase Agreement to obtain such amount due and owing SGS UK (and payable to Sellers under this Section 8.19) from the seller of MCG or the escrow funds established pursuant to the MCG Purchase Agreement.

ARTICLE 9

EMPLOYMENT MATTERS

Section 9.01. General Employment Matters.

(a) Employment.

(i) US Business Employees. With regard to the Business Employees who are employed in the United States of America (the “US Business Employees”), all US Business Employees employed by Sellers will be offered to continue employment by the Purchaser, on terms and conditions substantially similar in the aggregate to those provided by the Companies immediately poor to the Closing Date, except as provided below. Sellers will continue to employ all absent non-Mozaic US Business Employees including without limitation those employees who are inactive or on leave of absence, military absence, STD, LTD, and worker’s compensation listed on Schedule 4.09, subject to Section 9.04. Such employment will include base compensation provided to each US Business Employee that is at least equal to the base compensation provided to such US Business Employee immediately prior to the

45

Closing Date. The US Business Employees, as a group, who continue employment with Purchaser as of the Closing Date or pursuant to Section 9.04 are “Transferred US Employees.” Business Employees of SGS, who continue employment with Purchaser as of the Closing Date or pursuant to Section 9.04 are “Transferred SGS Employees,” and Business Employees of Mozaic, who continue employment with Purchaser as of the Closing Date are “Transferred Mozaic Employees.” Effective as of the Closing Date and for a period of one (1) year thereafter, Purchaser will cause the Transferred US Employees to be provided with employee benefit arrangements, including retiree medical benefits (but excluding defined benefit pension plans and stock option, restricted stock or other equity based plans), that will be substantially similar in the aggregate to those provided by Sellers or the Companies to such Transferred US Employees, as a group, immediately prior to the Closing Date. Nothing in the preceding sentence shall be construed to limit the ability of Purchaser to terminate the employment of any Transferred US Employee, nor to impose any greater restriction on the ability of Purchaser to amend, modify or terminate any employee benefit plan than the restrictions to which Sellers and the Companies are subject on the date of this Agreement. Purchaser shall indemnify and hold harmless Sellers against any and all loss, liability or expense arising out of any claims related to employment termination or severance obligations in respect of any Transferred US Employees and such US Business Employees who do not continue employment with Purchaser after the Closing Date. In addition, Purchaser and the Companies will, after Closing, indemnify and hold harmless Sellers against any and all claims made by Transferred US Employees against Sellers to the extent such claims are based upon Purchaser’s and the Companies’ decision not to provide a defined benefit pension plan to such Transferred US Employees following the Closing.

(ii) Canadian Business Employees.

(1) Purchaser shall offer employment to the Canadian Business Employees employed in the Province of Ontario, whether in active or inactive employment, on terms and conditions substantially similar in the aggregate to those provided by SGS Canada immediately prior to the Closing Date. Purchaser shall indemnify and hold harmless Sellers against any and all loss, liability or expense arising out of any claims for notice of termination, pay in lieu of notice of termination and severance obligations in respect of any Transferred Canadian Employees employed in the Province of Ontario and such Canadian Business Employees who do not continue employment with Purchaser after the Closing Date.

(2) Purchaser shall offer to continue the employment of the Canadian Business Employees employed in the Province of Quebec on terms and conditions substantially similar in the aggregate to those they enjoyed as of the Closing Date. Purchaser shall continue the employment of all of the Canadian Business Employees employed in the Province of Quebec who are inactive or on a leave of absence, on short-term or long-term disability leave or workers’ compensation leave as listed in Schedule 4.09, in accordance with applicable Laws. Such terms and conditions of employment will include base compensation, at least at the level currently enjoyed by each such Canadian Business Employee as of the Closing Date. In regards to any of the Canadian Business Employees employed in the Province of Quebec who do not respect the continuation of their employment with Purchaser, Purchaser will have no obligation for any amounts or benefits which may be due to them except as provided in the immediately following sentence. Purchaser shall indemnify and hold Sellers harmless for all costs which the Sellers may incur in relation to any claim, suit, action, cause of action, grievance, complaint and/or demand in connection to events occurring after the Closing Date filed or instituted by any such Canadian Business Employees who continue their employment with Purchaser or whose refusal to continue their employment arises from Purchaser’s failure to provide them with terms and conditions of employment which are substantially similar in the aggregate to those they enjoyed at the Closing Date.

46

(3) The Canadian Business Employees, as a group, who accept employment with Purchaser as of the Closing Date (in the case of those employed in the Province of Ontario) and who continue employment with Purchaser as of the Closing Date (in the case of those employed in the Province of Quebec) are “Transferred Canadian Employees.” Effective as of the Closing Date and for a period of one year thereafter, Purchaser will provide the Transferred Canadian Employees with terms and conditions of employment substantially similar in the aggregate to those provided by SGS Canada or Sellers immediately prior to the Closing Date, subject to Purchaser’s right to terminate the employment of any Transferred Canadian Employees with or without cause (in the case of those employed in the Province of Ontario) and with or without sufficient cause and/or serious reason (in the case of those employed in the Province of Quebec) after the Closing Date.

(iii) UK Business Employees. With regard to the Business Employees who are employed in Wales and England (the “UK Business Employees”), all UK Business Employees employed by Sellers, whether on active or inactive employment, will be offered to continue employment the Purchaser, on terms and conditions substantially similar in the aggregate to those provided by the Companies immediately prior to the Closing Date. Such employment will include base compensation provided to each UK Business Employee immediately prior to the Closing Date and employee benefit arrangements, which are substantially similar in the aggregate to the employee benefit arrangements provided to each UK Business Employee immediately prior to the Closing Date. The UK Business Employees, as a group, who continue employment with Purchaser as of the Closing Date or pursuant to Section 9.04 are “Transferred UK Employees.” Effective as of the Closing Date and for a period of one year thereafter, Purchaser will cause the Transferred UK Employees to be provided with employee benefit arrangements that will be, substantially similar in the aggregate to those provided by Sellers or the Companies to such Transferred UK Employees, as a group, immediately prior to the Closing Date. Purchaser shall indemnify and hold harmless Sellers against any and all loss, liability or expense arising out of any claims related to employment termination or severance obligations in respect of any Transferred UK Employees and such UK Business Employees who do not continue employment with Purchaser after the Closing Date.

(iv) Mexican Business Employees. With regard to the Business Employees who are employed in Mexico (the “Mexican Business Employees”), all Mexican Business Employees employed by Sellers, whether on active or inactive employment, will be offered to continue employment by the Purchaser, on terms and conditions substantially similar in the aggregate to those provided by the Companies immediately prior to the Closing Date. Such employment will include base compensation provided to each Mexican Business Employee immediately prior to the Closing Date and employee benefit arrangements, which are substantially similar in the aggregate to the employee benefit arrangements provided to each Mexican Business Employee immediately prior to the Closing Date. The Mexican Business Employees, as a group, who continue employment with Purchaser as of the Closing Date or pursuant to Section 9.04 are “Transferred Mexican Employees.” Effective as of the Closing Date and for a period of one year thereafter, Purchaser will cause the Transferred Mexican Employees to be provided with employee benefit arrangements that will be, in the aggregate, substantially similar in the aggregate to those provided by Sellers or the Companies to such Transferred Mexican Employees, as a group, immediately prior to the Closing Date. Purchaser shall indemnify and hold harmless Sellers against any and all loss, liability or expense arising out of any claims related to employment termination or severance obligations in respect of any Transferred Mexican Employees and such Mexican Business Employees who do not continue employment with Purchaser after the Closing Date.

(b) Service Credit. Purchaser will cause the Transferred Employees to be given full credit for all service with Sellers, the Companies, or an Affiliate of Sellers prior to the Closing Date for all purposes

47

under any US Employee Benefit Plan or Foreign Benefit Plan or other employee benefit arrangement of Purchaser in which such Transferred Employees participate from and after the Closing Date, to the same extent such service was recognized by Sellers, the Companies, the Purchased Business or an Affiliate of Sellers immediately prior to the Closing Date.

(c) Vacation Accruals. As of the Closing, Purchaser will assume all liabilities of Sellers and the Purchased Business with respect to the Transferred Employees for accrued vacation under Sellers’ vacation policies applicable to such Transferred Employees as in effect on the Closing Date, that is properly accrued and reflected in the Closing Date Balance Sheet or the Closing Net Working Capital Statement.

Section 9.02. US Employment Benefit Matters.

(a) US Employee Benefit Plans.

(i) SGS Employee Benefit Plans. As of the Closing Date, Purchaser will establish or designate new employee benefit arrangements for the Transferred SGS Employees comparable to the US Employee Welfare Benefit Plans provided to the Transferred SGS Employees prior to the Closing Date. Claims for expenses covered by such health, dental and medical insurance policies or programs which were incurred on or before the Closing Date (including expenses or hospital confinements existing on the Closing Date) will be submitted and reimbursed only under insurance policies and programs maintained by Sellers, and claims for such expenses incurred after the Closing Date (including for pre-existing conditions) will be submitted and reimbursed only under insurance policies or programs maintained by Purchaser. Purchaser shall (1) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Transferred SGS Employees under the plans, policies and programs in which such employees may be eligible to participate after the Closing Date in connection with the transfer of employment to Purchaser, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Closing Date under any US Employee Welfare Benefit Plans in which Transferred SGS Employees participate immediately prior to the Closing Date, and (2) provide each Transferred SGS Employee with credit for any co-payments and deductibles paid by such employees poor to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements for the year in which the Closing Date occurs under any employee benefit plans in which such employees are eligible to participate after the Closing Date.

(ii) Mozaic Employee Benefit Plans. Notwithstanding Section 9.02(a)(i), as of the Closing Date, Purchaser will cause Mozaic to maintain in accordance with its terms the US Employee Benefit Plans maintained or sponsored by Mozaic and/or its Subsidiaries for the benefit of the Transferred Mozaic Employees immediately prior to the Closing Date which exclusively cover the Transferred Mozaic Employees.

(b) US Defined Contribution Plans.

(i) SGS Defined Contribution Plans. Immediately prior to the Closing Date, Sellers will take, or cause to be taken, all such actions as may be necessary to cause SGS to cease to be a participating employer under the Sellers’ US Employee Pension Benefit Plans, which are defined contribution plans (the “SGS DC Plans”) covering the Transferred SGS Employees. Sellers will cause each Transferred SGS Employee who participates in the SGS DC Plans to be fully vested in such

48

Transferred SGS Employee’s account balance in the SGS DC Plans as of the Closing Date. Purchaser will establish or designate one or more defined contribution plans in which the Transferred SGS Employees will be eligible to participate as of the Closing Date (the “Purchaser SGS DC Plans”). Sellers will transfer all assets and liabilities (including outstanding plan loans) from the SGS DC Plans to Purchaser SGS DC Plans as soon as practicable after the Closing Date.

(ii) Mozaic Defined Contribution Plans. Notwithstanding Section 9.02(b)(i), as of the Closing Date, Purchaser will cause Mozaic to continue to be a participating employer under Mozaic’s defined contribution plans maintained by Mozaic for the benefit of the Business Employees employed by Mozaic (the “Mozaic DC Plans”) covering the Transferred Mozaic Employees.

For purposes of this Agreement, the “SGS DC Plans” together with the “Mozaic DC Plans” are collectively known as the “US DC Plans”.

(c) SGS Defined Benefit Plans. Immediately prior to the Closing Date, each SGS Transferred Employee will cease to accrue additional benefits under Sellers’ and SGS’s US Employee Pension Benefit Plans, which are defined benefit plans listed on Schedule 4.13(b) (the “SGS DB Plans”). Sellers shall retain all liabilities with respect to the SGS DB Plans, and any other defined benefit pension plans in which US Transferred are participating on the Closing Date and shall pay any and all benefits due under such plans to those employees in accordance with the terms of those plans.

(d) Workers’ Compensation. Sellers shall be responsible for all obligations related to, including payment of, any and all U.S. workers’ compensation and other similar statutory claims arising out of any injury or other compensable event or occupational illness or disease asserted by or with respect to any Transferred U.S. Employees which occurred or is attributable to any event, state of facts or condition which existed or occurred in whole before the Closing Date and which are reported to Sellers within four (4) years after the Closing Date). On and after the Closing Date, Purchaser shall be responsible for and pay any and all workers’ compensation and other similar statutory claims asserted by or with respect to any Transferred U.S. Employees in respect of any injury or other compensable event or occupational illness or disease which occurred or is attributable to any event, state of facts or condition which existed or occurred in whole on or after the Closing Date or which existed or occurred in whole before the Closing Date and which are reported to Purchaser after four (4) years from the Closing Date. If any such injury or other compensable event or occupational illness or disease of a Business Employee who is employed by Sellers before the Closing and by Purchaser after the Closing is attributable in part to causes occurring before the Closing and in part to causes after the Closing and is the basis of a workers’ compensation or other similar statutory claim, the liability for any such claims shall be shared by Sellers and Purchaser in the proportion of the periods of exposure in respect of the occupational illness or disease of such Business Employee which occurred before the Closing and that which occurred after the Closing.

(e) Disability. Sellers will retain all obligations for disability benefits due to non-Mozaic Business Employees in the U.S. for all events giving rise to such benefits occurring prior to the Closing Date, including without limitation all medical and related payments, in accordance with Sellers’ policies and plans in effect as of the Closing Date. Purchaser shall be responsible for short-term disability benefits for Transferred US Employees for all events giving rise to such benefits that occur on or after the Closing Date, including without limitation all medical and related payments, in accordance with Purchaser’s policies.

49

Section 9.03. Foreign Employee Benefit Matters.

(a) SGS Mexico and SGS UK Employee Benefit Plans. As of the Closing Date, Purchaser will cause SGS Mexico and SGS UK to maintain in accordance with their terms the Foreign Employee Benefit Plans maintained or sponsored by the Sellers, SGS Mexico, SGS UK, the Purchased Business, or an Affiliate of Sellers immediately prior to the Closing Date which exclusively cover the Transferred UK Employees or Transferred Mexican Employees, except for the MCG Graphics Pension Scheme.

(b) Canadian Benefit Plans. On the Closing Date, SGS Canada will transfer to Purchaser, and Purchaser will assume sponsorship of, the benefit and pension plans set forth on Schedule 9 03(b) (“Canadian Assumed Plans”), and SGS Canada’s rights and obligations under the Canadian Assumed Plans and all related funding agreements. SGS Canada will provide Purchaser with such information in respect of members (including both active and inactive members) of the Canadian Assumed Plans as Purchaser reasonably requires to administer the Canadian Assumed Plans properly and that is in the possession or control of SGS Canada.

Section 9.04 Inactive US Employees. Any non-Mozaic US Business Employee who is an inactive employee, including without limitation those employees who are on leave of absence, military leave, STD, LTD, and worker’s compensation as of the Closing Date (“Inactive US Employees”) will remain an employee of Sellers on the Closing Date. Notwithstanding the foregoing, if within two years of the Closing Date or at any time required by applicable law, any Inactive US Employee would be eligible to return to work, then Purchaser will employ each such employee, on terms and conditions no less favorable than those provided by Sellers applicable to such employee immediately prior to the Closing Date Any such employee shall be considered a “Transferred US Employee” for purposes of this Agreement only from his or her date of reinstatement by Purchaser. Sellers will retain all obligations for Employee Benefit Plan coverage for Inactive US Employees in accordance with Sellers’ policies and plans in effect as of the Closing Date.

ARTICLE 10

THE CLOSING

Section 10.01. Time, Date and Place of Closing. The closing of the purchase of the Purchased Business by Purchaser from Sellers and the payment by Purchaser of the Purchase Price (the “Closing”) will take place at the offices of Alcoa, 201 Isabella Street, Pittsburgh, PA 15212 at 10:00 am. on December 30, 2005, or at such other place and time as will be agreed to by Sellers and Purchaser (the “Closing Date”), but in no event later than December 31, 2005. The Closing shall be deemed to be effective as of 11:59 p.m. (local time) on the Closing Date.

Section 10.02. Sellers’ Obligations at the Closing. At the Closing, Sellers will deliver or cause to be delivered to Purchaser the following, in form and substance reasonably satisfactory to Purchaser and its counsel’

(a) the share certificates evidencing the Shares, duly endorsed for transfer to Purchaser or accompanied by stock powers, or such other documents that are necessary or desirable to transfer the Shares in accordance with applicable law;

(b) any necessary endorsements, assignments, certificates of title and other instruments of sale, transfer and assignment in form and substance reasonably satisfactory to Purchaser sufficient to sell,

50

transfer and assign to Purchaser all right, title and interest of Sellers in the assets of SGS Canada (except the Excluded Assets);

(c) the Assignment and Assumption Agreement substantially in the form of Exhibit A attached hereto, duly executed by authorized representatives of Sellers (the “Assignment and Assumption Agreement”);

(d) resignations of all officers and directors of the Companies and the Subsidianes, as well as resignations of all authorized signatories on bank accounts to the extent requested by Purchaser;

(e) a certificate dated as of the Closing Date executed by each Secretary of each of the Sellers certifying (i) as to the matters set forth in Sections 7.02(a), 7.02(b), and 7.02(d); (ii) the Corporate Documents of the Companies and the Subsidiaries; (iii) the amount of the Indebtedness on the books of the Companies or their respective Subsidiaries on the Closing Date (iv) resolutions duly adopted by the Boards of Directors of the Sellers and the Companies and the shareholders of SGS Canada approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that such resolutions have not been amended and remain in full force and effect; and (v) as to the incumbency of the authorized representative of Sellers who is a signatory to this Agreement.

(f) copies of any consents, waivers and approvals obtained under this Agreement as of the Closing Date, provided that only the Required Consents must be delivered at Closing, unless waived at Closing by Purchaser;

(g) a transition services agreement under which Sellers will provide transition services to Purchaser after the Closing Date in form and substance reasonably satisfactory to Purchaser and Sellers, to be negotiated in good faith by Purchaser and Sellers between execution of this Agreement and the Closing Date (“Transition Services Agreement”), duly executed by authorized representatives of Alcoa;

(h) an affidavit, under penalties of perjury, stating that the Sellers are not and have not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation §1.897-2(h), so that Purchaser is exempt from withholding any portion of the Purchaser Price;

(i) an opinion from Kurt R. Waldo, Assistant General Counsel to Alcoa, dated the Closing Date, substantially in the form of Exhibit B attached hereto;

(j) a purchase order under which Alcoa’s Packaging Group will procure goods and services from SGS on terms mutually agreeable to Sellers and Purchaser; and

(k) such other evidence of the performance of all covenants and satisfaction of all conditions required of Sellers and Purchased Business at or poor to Closing as Purchaser may reasonably require.

Section 10.03 Purchaser’s Obligations at the Closing. At the Closing, Purchaser will deliver or cause to be delivered to Sellers the following, in form and substance reasonably satisfactory to Sellers and their counsel:

(a) A wire transfer of funds in an amount equal to the Closing Purchase Price;

51

(b) a certificate dated as of the Closing Date executed by the Secretary of the Purchaser certifying (i) as to the matters set forth in Sections 7.03(a) and 7.03(b); and (ii) resolutions duly adopted by the Board of Directors of the Purchaser approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that such resolutions have not been amended and remain in full force and effect; and (iii) as to the incumbency of each officer of Purchaser that is a signatory to this Agreement;

(c) the Assignment and Assumption Agreement and such other instruments of assumption, duly executed by an authorized representative of Purchaser;

(d) the Transition Services Agreement, duly executed by an authorized representative of Purchaser;

(e) an opinion from Dechert LLP, counsel to the Purchaser, dated the Closing Date, substantially in the form of Exhibit C attached hereto; and

(e) such other evidence of the performance of all covenants and satisfaction of all conditions required of Purchaser at or prior to Closing as Sellers may reasonably require.

ARTICLE 11

REAL PROPERTY AND ENVIRONMENTAL MATTERS

Section 11.01. Definitions.

(a) Hazardous Substance. For purposes of this Agreement, the term “Hazardous Substance” shall mean any substance, chemical or waste that is listed or defined as hazardous, toxic, or dangerous, or that is regulated under Applicable Environmental Law.

(b) Applicable Environmental Law. For purposes of this Agreement, the term “Applicable Environmental Law” shall mean any Law or requirement of any Government entity or wastewater authority, or any binding agreement with any Government entity, relating to (a) pollution or protection of the environment or natural resources, including, without limitation, those relating to cleanup, preservation or reclamation thereof, any Release or threatened Release of Hazardous Materials; or the presence, handling, use, manufacture, distribution, treatment, storage, disposal, or recycling of or exposure to Hazardous Materials, (b) workplace health or safety or (c) exposure of persons or property to Hazardous Materials.

(c) Release. For purposes of this Agreement, the term “Release” means any releasing, spilling, seeping, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of any Hazardous Materials into the environment (including the abandonment or discarding of barrels, containers, tanks or other receptacles containing Hazardous Materials).

Section 11.02. Environmental Reports. Sellers have or will make available to Purchaser all Phase I Environmental Site Assessments and Phase II Environmental Site Assessments undertaken by Sellers or in the Seller’s or its advisors’ possession or control concerning the Real Property (collectively, the “Phase I and II Reports”). Sellers shall permit its consultant, ERM, Inc., to allow Purchaser and its lenders or others providing financing to rely on the Phase I and Phase II Reports prepared by ERM, Inc. at no cost to Purchaser, provided that (i) ERM, Inc. consents to such reliance, (ii) such reliance is at no

52

additional cost to Sellers, and (iii) in the event of a dispute between Sellers and Purchaser regarding any environmental matter arising under, related to or in connection with this Agreement, Sellers will have exclusive use of ERM, Inc.’s services in connection with or related to such dispute. The Phase I and II Reports and any and all reports, surveys and assessments, including all copies thereof, produced by Seller or its representatives pursuant to this Agreement, will be held in strict confidence by Purchaser and will not be disclosed by Purchaser or its employees, consultants, agents and representatives to any Person not affiliated with or acting on behalf of Purchaser, provided such Person has assumed confidentiality obligations similar to Purchaser’s confidentiality obligations hereunder, without the prior written consent of Sellers.

Section 11.03. Purchaser’s Assessment. Purchaser, at its sole cost and expense, may conduct an environmental transfer assessment of the Real Property prior to Closing (“Purchaser’s Assessment”). Sellers will permit Purchaser or its representatives, at all reasonable times prior to the Closing Date, to enter upon any and all of the Real Property for the purposes of inspection, making tests, taking samples and soil borings, and/or conducting groundwater studies and such other investigations as Purchaser will deem appropriate, in order to complete Purchaser’s Assessment. All such reports and analyses prepared in connection with Purchaser’s Assessment and any information obtained thereby or from Sellers will be held in strict confidence by Purchaser, will not be disclosed by Purchaser or its employees, consultants, agents or representatives to any Person not affiliated with or acting on behalf of Purchaser, provided unless Sellers provide prior written consent to such disclosure and such Person has assumed confidentiality obligations similar to Purchaser’s confidentiality obligations hereunder, and one final copy will be immediately delivered to Sellers upon receipt by Purchaser at no cost or expense to Sellers.

Section 11.04 Restrictions on Purchaser’s Assessment. Notwithstanding any other provision of this Agreement, Purchaser’s right to enter the Real Property for purposes of conducting Purchaser’s Assessment is subject to the following restrictions:

(a) Purchaser’s or its representative’s activities may not interfere in any material respect with the normal operation of the Real Property or the Purchased Business facilities;

(b) Purchaser must notify Sellers at least 48 hours prior to entry onto the Real Property to conduct such activity;

(c) All activities undertaken in connection with Purchaser’s Assessment must fully comply with any applicable Law, including without limitation Laws relating to worker health and safety. Purchaser shall properly dispose of any samples taken, and any soil or water generated in the process of taking the samples. Purchaser is responsible for the disposal of hazardous and non-hazardous samples, soil and water generated and, with respect to any disposal prior to the Closing Date, Purchaser shall use transportation and disposal services approved by Sellers, and disposal sites audited and approved by Sellers in accordance with Sellers’ TSDF Regionalization Policy. Purchaser must provide Sellers, at Sellers’ sole cost and expense, with split samples of all soil, air or water so taken;

(d) Sellers may have a representative present during all such investigations, and will receive a copy of the final results of on-site testing and visual inspections, and will have complete access to all samples taken, final test results, and boring records;

(e) If Purchaser does not consummate the transactions contemplated by this Agreement for any reason, Purchaser will restore the Real Property to the same condition as it was prior to such investigative

53

activities to the extent practicable and will destroy or return all samples taken of the Real Property to Sellers, in Seller’s sole discretion;

(f) Purchaser must take all actions and implement all protections necessary to ensure that actions taken hereunder and equipment, materials, and substances generated, used or brought onto the Real Property pose no threat to the safety or health of Persons or the environment, and cause no damage to the Real Property or any real property of any other Person;

(g) Purchaser is solely responsible for the security of the activities, equipment and materials brought on the Real Property by Purchaser prior to the Closing Date;

(h) Purchaser for itself, its successors and assigns, covenants and agrees that it will indemnify and save harmless Sellers, their successors and assigns, from and against any and all loss or liability, and all claims, damages, fees, costs and expenses resulting from, incident to or in any way arising out of the entry onto the Real Property to conduct Purchaser’s Assessment, or any other act done pursuant to the rights privileges and authority hereby granted; provided, however, that this provision shall not apply to any loss or liability, and all claims, damages, fees, costs and expenses resulting from, incident to or in any way arising out of any condition discovered in connection with or revealed by Purchaser’s Assessment only except to the extent such condition was exacerbated by Purchaser’s Assessment; and

(i) Purchaser and its representatives must comply in all material respects with all applicable Laws and all policies and regulations of the Sellers, the Companies, the Subsidiaries and SGS Canada in effect at such time, including, but not limited to, those relating to health and safety and the taking of pictures, and with such special regulations, rules or policies as may be considered appropriate by Sellers under the circumstances, and Sellers will have the right to refuse initial or continued access to the Real Property to any Person when it determines that such refusal is necessary or desirable.

Section 11.05. Environmental Indemnification. Sellers will, jointly and severally, subject to the limitations set forth in this Article 11 and Section 13.04, indemnify, defend and hold Purchaser harmless from and against any and all Losses to the extent they arise from:

(a) any Release or threatened Release of any Hazardous Substances on the Real Property during the period of ownership, lease or operation of the Real Property by the Company, the Subsidiaries or SGS Canada or operation of the Purchased Business on the Real Property by the Companies, the Subsidiaries or SGS Canada to the extent the Companies, the Subsidiaries or SGS Canada caused or permitted such Release of Hazardous Substances during such period which requires Remediation or other response action pursuant to Applicable Environmental Law in effect and enforceable on the Closing Date or to resolve a Third Party Claim. Purchaser will bear the burden of proof with respect to whether any Release of any Hazardous Substances on the Real Property was caused by the actions or inactions of the Companies, the Subsidiaries or SGS Canada during the period of each Company’s, each Subsidiary’s, and SGS Canada’s ownership or operation of the Real Property; or

(b) any Release or threatened Release of any Hazardous Substances on any real property not owned or operated by the Companies, the Subsidiaries or SGS Canada but at which the Companies, the Subsidiaries or SGS Canada arranged for the disposal, treatment or transportation of Hazardous Substances in connection with the operation of the Purchased Business prior to the Closing Date; or

(c) any Release or threatened Release of any Hazardous Substances at the West Monroe, LA or Fulton, NY properties as revealed by the Phase II reports prepared by ERM, Inc. both of which are dated

54

November 4, 2005, to the extent Remediation or other response action is required pursuant to Applicable Environmental Law or to resolve a Third Party Claim. Sellers acknowledge and agree that, as between Sellers and Purchaser, any such Releases or threatened Releases of Hazardous Substances on the West Monroe, LA or Fulton, NY properties as revealed by the Phase II reports were caused or permitted by Sellers (even if another party in fact caused such Release or threatened Release) solely for purposes of Purchaser seeking indemnification from Sellers for such Releases or threatened Releases under this Section 11.05(c); or

(d) any Release or threatened Release of any Hazardous Substances on the property formerly owned, operated or leased by the Company, the Subsidiaries or SGS Canada or any of their predecessors which requires Remediation or other response action pursuant to Applicable Environmental Laws or to resolve a Third Party Claim.

Section 11.06. Survival; Procedures. Except for Sellers’ indemnification obligations under Section 11.05(c), which survive indefinitely, this Article 11 will survive for a period of three years from the Closing Date. Any claim for indemnity made by Purchaser pursuant to Section 11.05 shall be made in accordance with the procedures set forth in Article 13. Any Remediation required pursuant to Section 11.05(c) will be under Sellers’ sole control at Sellers’ discretion provided that Sellers will complete such Remediation as required by Applicable Environmental Law and, if applicable, as necessary to resolve a Third Party Claim; and provided further that Sellers expressly acknowledge in writing that, as between Sellers and Purchaser, Sellers are solely responsible for such Remediation.

Section 11.07 Transfer of Liability. Notwithstanding any other provision in this Agreement or third party claims of liability, except for Sellers’ indemnification as provided in Section 11.05 (subject to the limitations set forth in this Article 11 and Section 13.04), Sellers and Purchaser have agreed that all such environmental liabilities and potential liabilities addressed in this Article 11 are, as between Sellers and Purchaser, fully allocated to Purchaser and not at all to Sellers, and that Purchaser will assume all environmental liabilities associated with operation of the Purchased Business before, on or after the Closing Date. The parties acknowledge that, except for the express indemnification set forth in Section 11.05 and any indemnification for breach of Section 4.15 pursuant to Article 13, this Agreement shifts all liabilities arising under any Law from Sellers to Purchaser, and Purchaser will have no claim for contribution from or against Sellers, for environmental liabilities arising out of Sellers’ operation of the Purchased Business prior to the Closing Date.

ARTICLE 12

SURVIVAL OF REPRESENTATIONS AND WARRANTIES

Section 12.01. Survival. Subject to the limitations set forth in this Agreement, all of the representations and warranties contained in Articles 4 and 5 or in any Exhibit, Schedule or document, certificate or other instrument delivered pursuant hereto will, unless waived in writing by the party for whose benefit such representation or warranty was made, remain in full force and effect and will survive the Closing Date for a period of fifteen months subject to the limitations set forth in this Agreement, except for (a) the representations and warranties set forth in Sections 4.08 (Real Property), and 4.15 (Environmental), which will survive for a period of three years from the Closing Date; (b) the representations and warranties set forth in Sections 4.12 (Taxes) and 4.13 (Employee Benefits), which will survive until expiration of the applicable statute of limitations; and (c) the representations and warranties set forth in Section 4.07 (Title to Assets) and Section 4.03(a) through (e) (Capitalization; Title to Shares), which will survive indefinitely.

55

ARTICLE 13

INDEMNIFICATION

Section 13.01. Indemnification of Purchaser by Sellers. Subject to Section 8.04(b), Article 11, Sections 13.04,13.05, 13.06 and 13.07, and in addition to any other provision for indemnification by Sellers contained in this Agreement, Sellers will, jointly and severally, indemnify, defend and hold harmless Purchaser, the Companies, the Subsidiaries and their respective directors, officers and employees from and against any Loss arising relating to, resulting from or arising out of:

(a) any breach by Sellers of any of the representations or warranties of Sellers contained in this Agreement;

(b) any breach or nonfulfillment by Sellers of any of the covenants of Sellers contained in this Agreement;

(c) the Excluded Assets; or

(d) the Excluded Liabilities.

Section 13.02. UK Pension Plan. The parties hereto agree and acknowledge that the Sellers will be responsible, at their own cost, (i) for performance of the obligations of SGS UK and MCG under the pension provisions (the “Pension Provisions”) contained in Schedule 10 to the MCG Purchase Agreement, and (ii) for any funding obligation, deficiency or any other liability of SGS or MCG in relation to the MCG Graphics Pension Scheme (the “Pension Scheme”). Accordingly:

(a) The Sellers agree that on or before Closing, a company (the “New Principal Employer”), being a trading company, registered in England or Scotland, and associated with the Sellers (but which wont be associated with MCG after Closing), will be substituted for MCG as the principal employer in relation to the Pension Scheme. For the avoidance of doubt such substitution shall not be regarded as a substitution pursuant to paragraph 1.5 of the Pension Provisions;

(b) The Sellers agree that the New Principal Employer will observe and perform all obligations required to be performed by MCG in relation to the Pension Scheme as the principal employer and, save for any direction under (d) below, under the Pension Provisions.

(c) Between the date hereof and the Closing Date, the Sellers will observe and perform and cause each of SGS and MCG to observe and perform all obligations imposed on any of them pursuant to the Pension Provisions.

(d) Subject to subsections (a) to (c) above and the indemnity from the Sellers set out below, the Purchaser agrees that after Closing each of SGS and MCG will (i) at the direction of and cost of the Sellers, co-operate fully with the Sellers in relation to the Pension Provisions and, observe and perform the obligations imposed on each of them under the Pension Provisions that do not fall to be performed by the New Principal Employer and, at such cost, comply with any direction of the Sellers in relation to any discretions arising under the Pension Provisions; (ii) at the

56

direction and cost of the Sellers, assign to the New Principal Employer all their rights under the Pension Provisions; and (iii) account to the Sellers or as the Sellers may direct for any sums received pursuant to the Pension Provisions that are not required to be paid to the Pension Scheme (or are required to be paid to the Pension Scheme but can no longer be paid directly to it by MCG or SGS) or which the Purchasers, MCG or any other person are not entitled to retain under the indemnity set forth in the paragraph following sub clause (e).

(e) The Purchaser shall procure that after the Closing Date no act or omission of SGS, MCG or their employees shall cause the liabilities of the Seller arising under the Pension Provisions to be increased.

Notwithstanding any provision to the contrary contained in this Agreement, the Sellers shall fully indemnify and keep fully indemnified the Purchaser, MCG and any person after Closing Date which is connected or associated (as respectively defined in sections 249 and 435 of the Insolvency Act 1986) with either of them against all obligations and liabilities which any of them may now have or hereafter incur in relation to the Pension Scheme (whether under the terms of the Pension Scheme, section 75 Pensions Act 1995 (deficiency debt), section 38 Pensions Act 2004 (contribution notice) section 43 Pensions Act 2004 (financial support direction) or otherwise) and against all liabilities, costs, claims, proceedings and expenses that may arise in relation to the Pension Scheme, its operation or its winding up whether such liabilities, costs, claims, proceedings and expenses arise by way of a claim for breach of contract, constructive dismissal, unfair dismissal for the purposes of the Employment Rights Act 1996 or otherwise whether under statute or common law; provided, however, that Sellers’ indemnification obligations under this paragraph arising from any claim for breach of contract, constructive dismissal, unfair dismissal for the purposes of the Employment Rights Act 1996 or otherwise whether under statute or common law is limited to any claim by an employee or director of MCG having an employment contract with MCG, which employment contract was disclosed in the disclosure letter and related materials to the MCG Purchase Agreement. For the avoidance of doubt, this indemnity shall extend to all liabilities, costs, claims and expenses as described above arising from any claim by an employee or director of MCG having an employment contract with MCG, which employment contract was disclosed in the disclosure letter and related materials to the MCG Purchase Agreement, that the termination of the Pension Scheme and/or failure to replace the pension scheme with equivalent benefits shall constitute a breach by MCG of any express or implied term of his contract of employment.

Section 13.03. Indemnification of Sellers by Purchaser. In addition to any other provision for indemnification by Purchaser contained in this Agreement, Purchaser agrees to indemnify, defend and hold harmless Sellers and their directors, officers and employees (and Sellers’ affiliates as such term is defined in Section 6.03(c) and advisors, both for purposes of Section 13.03(e)) from and against any Loss arising relating to, resulting from or arising out of:

(a) any breach by Purchaser of any of the representations or warranties of Purchaser contained in this Agreement;

57

(b) any breach or nonfulfillment by Purchaser of any of the covenants of Purchaser contained in this Agreement;

(c) the ownership, use and possession of the Purchased Business on or after the Closing Date;

(d) failure by Purchaser, the Companies or the Subsidiaries to discharge the liabilities of the Purchased Business (except the Excluded Liabilities); or

(e) cooperation by Sellers and their affiliates (as such term is defined in Section 6.03(c)), the Companies, the Subsidiaries and SGS Canada and their respective officers, employees and advisors with the Financing as provided in Section 6.03(c) of this Agreement and subject to the limitations set forth therein.

Section 13.04. Limitations.

(a) Deductible. No claim for indemnification of a Loss pursuant to Section 13.01 or Section 13.02 hereof shall be valid and assertable unless such claim is for an amount in excess of $25,000. Furthermore, notwithstanding anything herein to the contrary, Sellers will not be liable to Purchaser, the Companies or the Subsidiaries for indemnification under Section 13.01 or Section 13.02 of this Agreement until such time as the aggregate amount of Losses which are demanded in a valid claim or claims by Purchaser, the Companies or the Subsidiaries exceeds $1,000,000 (the “Deductible”), in which event the Purchaser, the Companies and the Subsidiaries shall be entitled to recover the amount of Losses they suffer in excess of the Deductible.

(b) Cap. Notwithstanding any other provision of this Agreement, the indemnification obligations of Sellers in the aggregate under this Agreement will not exceed $20,000,000.00 (the “Cap”), except that the Cap shall not apply to (i) Sellers’ indemnification obligation for breach of Section 8.10(a), and (ii) Sellers’ indemnification obligations under Section 13.01(d) and Section 8.06 of this Agreement.

(c) Duration. All indemnity obligations of Sellers to indemnify the Purchaser, the Companies and the Subsidiaries (including their respective directors, officers and employees) (i) with respect to the breach of a particular representation or warranty under Section 13.01(a) of the Agreement will expire when such representation or warranty expires pursuant to Section 12.01; and (ii) under Section 13.01(b) of this Agreement will expire upon expiration of the applicable period of survival, if any, specified in this Agreement. Notwithstanding any other provision of this Agreement, all indemnity obligations of Sellers to indemnify the Purchaser, the Companies and the Subsidiaries (including their respective directors, officers and employees) under this Agreement will expire five years from the date of this Agreement, except for (i) Sellers’ indemnification obligations for breach of Section 8.04, and (ii) Seller’s indemnification obligations under Section 13.01(d) and Section 8.06 of this Agreement.

(d) Additional Limits. Notwithstanding any other provision of this Agreement, the amount of any Loss for which indemnification is provided under this Article 13 will be reduced (i) by any amount actually received by the Indemnitee or paid to Third Parties on behalf of Indemnitee under insurance policies of the Indemnitor with respect to such Loss (and the Indemnitee will cooperate if Indemnitor requests that Indemnitee submit a claim under such insurance policies with respect to such Loss); (ii) by any Tax savings attributable to any deduction, expense, loss, credit or refund to the Indemnitee or its Affiliates as a result of the Loss to the extent actually received (net of any Tax detriment attributable to such indemnification), and (iii) by the amount of any benefit to, or saving for, the Indemnitee as a result

58

of the payment or settlement of any item giving rise to such claim; and (iv) to the extent that the Indemnitee has failed to take all reasonable actions to mitigate its Loss. In determining the amount of any Tax savings actually realized by an Indemnitee or its Affiliates, taxable income shall be determined on the basis of the Tax liability of such Person with and without regard to the Loss to which such Indemnitee applies.

Section 13.05. Procedures for Indemnification.

(a) Third Party Claims. If any Indemnitee receives notice of the assertion or commencement of any claim, demand, action, suit or proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (“Third Party Claim”) against such Indemnitee with respect to which the Indemnitor is obligated to provide indemnification under this Agreement, the Indemnitee will give the Indemnitor reasonably prompt written notice thereof, but in any event not later than 30 calendar days after receipt of such notice of such Third Party Claim. Such notice by the Indemnitee will describe the Third Party Claim in reasonable detail, will include copies of all material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnitee. If (i) the Third Party Claim involves solely monetary damages, (ii) the Indemnitor expressly agrees in writing with the Indemnitee that, as between the two, the Indemnitor is solely obligated to satisfy and discharge the Third Party Claim, and (iii) the amount of the Third Party Claim is less than the amount of Sellers’ remaining indemnification obligations, then the Indemnitor will have the right to participate in, or by giving written notice to the Indemnitee, to assume the defense of any Third Party Claim at the Indemnitor’s expense and by the Indemnitor’s own counsel, and the Indemnitee will cooperate in good faith in such defense. Notwithstanding the foregoing, Sellers may, at its option by giving written notice to Purchaser and at Sellers’ expense and by Sellers’ own counsel, assume the defense and have complete control of all Third Party Claims if Sellers are obligated to provide indemnification under this Agreement with respect to, arising from or related to any claim involving any Applicable Environmental Law, including without limitation a claim for indemnification under Section 11.05 and a claim for indemnification under Section 13.01(d) involving any Applicable Environmental Law, even if such Third Party Claim is not limited to monetary damages; provided, however, that if Remediation is required, such written notice to Purchaser shall include an express acknowledgement that, as between Sellers and Purchaser, Sellers are solely obligated to satisfy and discharge the Third Party Claim. In such case, Purchaser will cooperate in good faith in such defense. For all Third Party Claims, regardless of whether Sellers assume the defense of such Third Party Claim, Sellers may participate in such defense at its own expense and by its own counsel. In the event that Indemnitor assumes the defense of any Third Party Claim, it will have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of Indemnitee.

(b) Settlement of Third Party Claims. The Indemnitor will not enter into settlement of any Third Party Claim without the poor written consent of the Indemnitee, except as provided in this Section. If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnitee and the Indemnitor desires to accept and agree to such offer, the Indemnitor will give written notice to the Indemnitee to that effect. If the Indemnitee fails to consent to such firm offer within 10 calendar days after its receipt of such notice, the Indemnitee may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnitor as to such Third Party Claim will not exceed the amount of such settlement offer. If the Indemnitee fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnitor may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim.

59

(c) Direct Claims. Any claim by an Indemnitee on account of a Loss which does not result from a Third Parry Claim (a “Direct Claim”) will be asserted by Indemnitee giving the Indemnitor reasonably prompt written notice thereof, but in any event not later than 30 calendar days after the Indemnitee becomes aware of such Direct Claim. Such notice by Indemnitee must describe the Direct Claim in reasonable detail, will include copies of all material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnitee. The Indemnitor will have 30 calendar days to respond in writing to such Direct Claim. The Indemnitee will allow the Indemnitor and its professional advisers to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnitee will assist the Indemnitor’s investigation by giving such information and reasonable assistance (including reasonable access to the Purchased Business’ premises and personnel and the right to examine and copy any relevant Books or Records) as the Indemnitor or any of its professional advisers may reasonably request. If the Indemnitor does not so respond within such 30 calendar day period, the Indemnitor will be deemed to have rejected such claim, in which case the Indemnitee will be free to pursue such remedies as may be available to the Indemnitee on the terms and subject to the provisions of this Agreement.

Section 13.06. Companies’ Indemnification Payments. If any indemnification payments to be made by an Indemnitor under this Agreement (including without limitation any such payment under Article 11) as of the Closing Date is based on damages incurred in foreign currency (in the case of the Companies), the Indemnitor will make such payments in U.S. dollars using the Bloomberg foreign exchange rate in effect on the date Indemnitor makes such indemnification payment under this Agreement. Any indemnification payments made by the parties shall be treated as an adjustment to the Purchase Price.

Section 13.07. Exclusive Remedies. With the exception of any legal remedy that may be available to Sellers or Purchaser, or Affiliates at Law or in equity with respect to (i) a breach of Purchaser’s obligations pursuant to Section 8.07 and 8.08 , (ii) a breach of Sellers obligation under Section 8.10(a), and (iii) fraud or intentional misrepresentation, the indemnifications provided in this Agreement are in lieu of any other legal remedy available to Sellers and Purchaser, as the case may be, at Law or in equity arising under this Agreement. All disputes regarding this Agreement, excepting however a dispute under Section 3.03 must be resolved in accordance with Section 14.16.

Section 13.08. Net Worth of RMC. RMC acknowledges and agrees that for a period of five years from the Closing Date, RMC will maintain a Tangible Net Worth of not less than $400,000,000.

ARTICLE 14

MISCELLANEOUS PROVISIONS

Section 14.01. Legend. Each certificate representing the Shares sold pursuant to the provisions hereof will bear the following legend:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR EXEMPTION THEREFROM UNDER SAID ACT OR THE RULES AND REGULATIONS PROMULGATED THEREUNDER.”

60

Section 14.02. Books and Records. Purchaser, Sellers, the Companies and the Subsidiaries will retain all Books and Records in a readily retrievable location for a period of ten years from the Closing Date, and thereafter may destroy such Books and Records only after having notified Sellers or Purchaser, as applicable, of its intention to do so and having offered to provide Sellers or Purchaser, as applicable, with copies or the original of such Books and Records.

Section 14.03. Expenses. Each of the parties will pay all costs and expenses incurred or to be incurred by it in negotiating and preparing this Agreement and in closing and carrying out the transactions contemplated by this Agreement.

Section 14.04. Transfer Taxes - General. Notwithstanding anything herein to the contrary, except for Transfer Taxes (including VAT) concerning Excluded Assets or Excluded Liabilities, which shall be paid by Sellers (i) Purchaser is responsible for all value added taxes, GST, QST and harmonized sales tax (“VAT”) imposed or incurred in connection with the consummation of the transactions contemplated by this Agreement, and (ii) all foreign, federal, state, provincial, and local transfer, stamp, vehicle, goods and services, harmonized sale, sales or use Taxes payable under any Law, real estate transfer Taxes payable under any Law (including Taxes eligible under the RST Act), and any and all notarial fees imposed or incurred in connection with the consummation of the transactions contemplated by this Agreement, excluding VAT (such taxes excluding VAT collectively, “Transfer Taxes”), will be borne by Purchaser up to the first $100,000. If the Transfer Taxes exceed $100,000, then Sellers will be responsible for such Transfer Taxes that exceed $100,000 but are less than $200,000. If the Transfer Taxes exceed $200,000, such Transfer Taxes exceeding $200,000 will be borne equally by Purchaser on the one hand and Sellers on the other. Purchaser will prepare and file any affidavits or Returns required in connection with the foregoing at its own cost and expense. To the extent that any Transfer Taxes are required to be paid by or are imposed upon a party other than as provided in this Section 14.04 (and in fact are paid by such other party), Sellers or Purchaser, as the case may be, will reimburse, or will cause to be reimbursed, to the other party such Transfer Taxes paid by the other party within five Business Days of payment of such Transfer Taxes in accordance with the formulae set out in this Section 14.04. All amounts payable by Purchaser to Sellers hereunder do not include Transfer Taxes.

Section 14.05. Notices. Any notice or other communication required or permitted to be given hereunder will be in writing and will be hand delivered or sent by certified mail (return receipt requested) or by reputable overnight courier, or sent by telex, telegram, facsimile or cable, delivered to the respective addresses set forth below or, as to each party, at such other address as will be designated by such party. All such notices and communications will be effective when hand delivered or, in the case of notice by mail, telex, telegram, facsimile or cable, on the next succeeding business day following the date when sent addressed as set forth below:

If to Sellers (c/o):	Alcoa Inc. 390 Park Avenue New York, NY 10022 Fax No.: (212) 836-2816 Attn.: Barbara S. Jeremiah, Executive Vice President   Lawrence R. Purtell, General Counsel
If to Purchaser:	SGS International, Inc. c/o Citigroup Venture Capital Equity Partners, L.P. 399 Park Avenue, 14th Floor New York, NY 10043 Fax No.: (212) 888-2940 Attention: Joseph Silvestri

61

Copy to: Dechert LLP Cira Centre 2929 Arch Street Philadelphia, PA 19104-2808 Attention: Craig L. Godshall, Esq. Phone No.: (215) 994-4000 Fax No.: (215) 994-2222

Section 14.06. No Third Party Beneficiary Rights. This Agreement is not intended to and shall not be construed to give any Person (other than the parties to this Agreement) any interest or rights (including, without limitation, any third party beneficiary rights) with respect to or in connection with any agreement or provision contained herein or contemplated hereby.

Section 14.07. Entire Agreement. This Agreement, including the Schedules and Exhibits (each of which is attached and incorporated into this Agreement) and other documents referred to herein which form a part hereof, represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof, supersedes all other agreements or understandings, written or oral, between the parties with respect to the subject matter hereof and cannot be amended, supplemented or changed, nor can any provision hereof be waived, except by a written instrument signed by the party against whom enforcement of any such amendment, supplement, modification or waiver is sought.

Section 14.08. Successors. This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective successors and assigns. Neither party may assign its rights hereunder without the prior written consent of the other party; provided, however, that (a) Sellers, on the one hand, and Purchaser, on the other, may assign this Agreement or performance of any part hereof to any Affiliate, in whole or in part, without the consent of the other, and (b) Purchaser may collaterally assign its rights under this Agreement to its lenders without the consent of Sellers.

Section 14.09. Section Headings. The section headings contained in this Agreement are for convenience of reference only and will not affect in any way the meaning or interpretation of this Agreement.

Section 14.10. Extended Meanings. In this Agreement words importing the singular number only include the plural and vice versa, words importing any gender include all genders.

Section 14.11. Governing Law. This Agreement has been executed and delivered in and will be construed and enforced in accordance with the Laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws doctrine.

Section 14.12. Severability. If at any time subsequent to the date hereof, any provision of this Agreement is held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision will be of no force and effect, but the illegality or unenforceability of such provision will have no effect upon and will not impair the enforceability of any other provision of this Agreement.

62

Section 14.13. Counterparts. This Agreement may be executed in one or more original or facsimile counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

Section 14.14. Parties in Interest. Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any Person other than the parties to it, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third Person to any party to this Agreement, nor will any provision give any third Persons any right of subrogation or action over against any party to this Agreement.

Section 14.15. Termination. This Agreement may be terminated and the transactions contemplated herein abandoned:

(a) by the mutual written consent of Sellers and Purchaser;

(b) by either Sellers or Purchaser, at any time after March 30, 2006, if the conditions set forth in Article 7 have not been satisfied or waived;

(c) by Sellers, if there has been a material violation or breach by Purchaser of any agreement, representation or warranty contained in this Agreement that has rendered the satisfaction of any condition to the obligations of Purchaser impossible and such violation or breach has not been waived by Sellers; or

(d) by Purchaser, if there has been a material violation or breach by Sellers of any agreement, representation or warranty contained in this Agreement that has rendered the satisfaction of any condition to the obligations of Sellers impossible and such violation or breach has not been waived by Purchaser.

Section 14.16. Dispute Resolution.

If a dispute arises in connection with determining the validity or amount of a claim for indemnification for a Loss under this Agreement (“Dispute”), except for any dispute regarding a breach by Purchaser of its obligations set forth in Sections 8.07, 8.08 and 8.10(a) or preparation of the Closing Date Balance Sheet and Closing Net Working Capital Statement which is subject to resolution as specified in Section 3.03, and if the Dispute cannot be settled through direct discussions between representatives of Sellers and representatives of Purchaser within 30 days following receipt of notice of a Dispute, the parties agree first to endeavor to settle the dispute in an amicable manner by mediation administered under the CPR Mediation Procedure established by the CPR Institute for Dispute Resolution (“CPR”) before resorting to arbitration. If a Dispute cannot be resolved through such mediation process within thirty days following the appointment of the mediator, the Dispute will be settled finally by arbitration under the CPR Rules for Non-Administered Arbitration (the “Rules”), then in effect, by a sole arbitrator, chosen by agreement of the parties within twenty days of the receipt by the respondent of a copy of a notice of arbitration. Any arbitrator appointed by CPR will be a retired judge or a practicing attorney with no less than fifteen years of experience with large commercial cases and an experienced arbitrator. The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. The hearing on the merits will be held no later than six months after the appointment of the arbitrator unless the parties otherwise agree or the arbitrator extends such time period for good cause shown. The award will be in writing and will state the findings of fact and conclusions of Law on which it is based. The award of the arbitrator will be final and binding on the parties and judgment upon the award may be entered and enforced in any court having jurisdiction. Unless the parties otherwise agree in writing, the mediation

63

and arbitration will be held in Pittsburgh, Pennsylvania. Each party will bear its own costs and expenses (including fees and disbursements of counsel) and Sellers and Purchaser will each bear one-half of the costs and expenses payable to the mediator and arbitrator.

Section 14.17. Provincial Retail Sales Taxes.

(a) On the Closing Date, Purchaser will provide SGS Canada with Purchaser’s retail sales tax registration number and a purchase exemption certificate with respect to inventories of goods held for resale or for incorporation into goods to be held for resale for the purposes of the Tax eligible under the Ontario Retail Sales Tax Act (“RST Act”).

(b) The Purchaser will pay directly to the Ontario Ministry of Finance any Taxes payable under the RST Act in connection with the transfer of assets from SGS Canada to the Purchaser relating to the Purchased Business under this Agreement, all in accordance with the provisions of that RST Act, the regulations made thereunder, and the Ministry’s administrative policies. Any such Taxes payable under the RST Act will be borne by the Purchaser and SGS Canada in accordance with Section 14.04. The determination of the Taxes payable under the RST Act shall be consistent with the Purchase Price allocation determined in accordance with Section 2.04.

(c) SGS Canada will indemnify the Purchaser for any liability (including any related interest or penalties) under the RST Act claimed by a Tax authority, arising in respect of a transaction occurring on or before the Closing Date.

64

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of the day and year first above written.

EX-10.2

Exhibit 10.2

FIRST AMENDMENT TO THE ACQUISITION AGREEMENT

This First Amendment (“First Amendment”), dated as of December 30, 2005, is by and among SGS International, Inc., a corporation organized under the laws of Delaware (“SGS International”), Project Dove Holdco, Inc., a Delaware corporation (“Canadian Holdco”), Southern Graphics Systems-Canada, Co./Systemes Graphiques Southern-Canada, Co., an unlimited liability company organized under the laws of Nova Scotia, Canada (the “Canadian Purchaser”), SGS-UK Holdings Limited, a company incorporated under the laws of England and Wales (“UK Purchaser”) (SGS International, Canadian Holdco, the Canadian Purchaser and the UK Purchaser, collectively, “Purchaser”), RMC Delaware, Inc., a corporation organized under the laws of Delaware, U.S.A. (“RMC”), Southern Graphic Systems-Canada, Ltd./Systemes Graphiques Southern-Canada, Ltee., a Quebec corporation (“SGS Canada”), and Alcoa UK Holdings Limited, a company incorporated under the laws of England and Wales (“Alcoa UK”) (collectively, RMC, SGS Canada and Alcoa UK are referred to as the “Sellers” and individually as a “Seller”).

WHEREAS, SGS International and Sellers have entered into that Acquisition Agreement, dated November 11, 2005 (the “Agreement”), under which Sellers have agreed to sell and transfer, and SGS International has agreed to purchase and assume, the Purchased Business and the Assumed Liabilities;

WHEREAS, SGS International has formed a new, wholly-owned subsidiary, Canadian Holdco, and SGS International has assigned its rights and delegated its obligations in part under the Agreement to Canadian Holdco with respect to the right to purchase the .06% interest in Southern Graphic Systems Mexico, S. De R.L. De C.V. (“SGS Mexico”) held by RMC, and

WHEREAS, Canadian Holdco has formed a new, wholly-owned subsidiary, the Canadian Purchaser, and SGS International has assigned its rights and delegated its obligations in part under the Agreement to the Canadian Purchaser with respect to the assets and liabilities of SGS Canada included in the Purchased Business and the Assumed Liabilities; and

WHEREAS, SGS International has formed a new, wholly-owned subsidiary, the UK Purchaser, and has assigned its rights and delegated its obligations in part under the Agreement to the UK Purchaser with respect to the purchase of the shares of SGS-UK Limited (“SGS UK”) held by Alcoa UK; and

WHEREAS, Purchaser and Sellers desire to amend the Agreement in accordance with Section 14.07 of the Agreement and consistent with the terms of this First Amendment to address the assignment to the Canadian Purchaser, Canadian Holdco, the UK Purchaser and other matters.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and intending to be legally bound hereby, the parties agree as follows:

1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meaning provided therefor in the Agreement.

2. Agreement Amendments. The Agreement is hereby amended as follows:

(a) The third “WHEREAS” clause in the preamble is hereby deleted in its entirety and the following is inserted in lieu thereof:

“WHEREAS, SGS directly owns 99.94% of Southern Graphic Systems Mexico, S. De R.L. De C.V., a Mexican company (“SGS Mexico”), and RMC directly owns 0.06% of SGS Mexico;”

(b) The sixth “WHEREAS” clause in the preamble is hereby deleted in its entirety and the following is inserted in lieu thereof:

“WHEREAS, the Purchaser desires to acquire (i) from SGS the 99.94% ownership interest in SGS Mexico, (ii) from RMC the .06% ownership interest in SGS Mexico and the ownership interests of SGS, (iii) from Alcoa UK the ownership interests of SGS UK, and (iv) from SGS Canada certain assets of SGS Canada used by or relating to the Purchased Business, in each case upon the terms and conditions set forth below.”

(c) Section 2.02 is hereby amended to delete the first sentence thereof in its entirety and insert the following sentence in lieu thereof:

“As consideration for the sale of the Purchased Business to Purchaser (a) Purchaser will pay to SGS and RMC US$2,200,000 for 100% of the ownership interest in SGS Mexico, (b) Purchaser will pay to Sellers US$407,200,000 less the Indebtedness of the Purchased Business as of the Closing Date for the remainder of the Purchased Business, and (c) Purchaser will pay to Sellers the Eastgate Purchase Price.”

(d) Section 2.04 is hereby amended to rename such section as Section 2.04(a) and delete the first two sentences of such section in their entirety and insert the following sentences in lieu thereof:

“(a) Purchaser and Sellers agree that the Purchase Price shall be allocated among the assets comprising the Purchased Business in the United States, Canada, the United Kingdom and Mexico as set forth on Schedule 2.04. Purchaser and Sellers will agree to a reasonable readjustment of the allocation of the Purchase Price that has been subject to an adjustment pursuant to Section 3.04(b) within 30 days following the determination of any increase or decrease in the Purchase Price pursuant to Section 3.03(a), provided that such adjustment shall not affect the Purchase Price allocated to the assets comprising the Purchased Business in the United Kingdom.”

(e) Section 2.04 is hereby amended to add the following Section 2.04(b) immediately following Section 2.04(a) as follows:

“(b) Within 60 days after the Closing Date, Purchaser shall deliver to Sellers a proposed allocation of (i) the purchase price for the Purchased Business located in the United States (as determined in accordance with Schedule 2.04) among the assets that comprise such business, and (ii) the purchase price for the Purchased Business located in Canada (as determined in accordance with Schedule 2.04) among the assets that comprise such business. Such allocation shall be made in accordance with the procedures set forth in Section 8.06(h)(ii). Unless Sellers notify Purchaser of any objections to such proposed allocation within the twenty (20) day period following receipt of such proposed allocation, such allocation shall become final. If Sellers object to such proposed allocation, the Purchaser and Sellers shall use their good faith efforts to resolve the matter within the sixty (60) day period following receipt by the Purchaser of Sellers’ objection. If the Purchaser and Sellers are unable to resolve the matter within such period, then the Purchaser and Sellers shall retain the CPA Firm (as defined in Section 3.03) to review the proposed allocation and to determine the appropriate allocation in accordance with the terms and conditions of this Section within a further period of thirty (30) days. Such determination shall be final and binding on the Purchaser and Sellers. The fees and expenses of the CPA Firm will be paid one-half by Purchaser and one-half by Sellers.”

(f) A new Section 2.05 shall be added immediately following Section 2.04 and shall read as follows:

“Section 2.05. Purchase of SGS Mexico. At the Closing, the sale of the 100% ownership interest in SGS Mexico to Purchaser as set forth in Section 2.02(a) above (the “Mexican Sale”) shall be deemed to occur immediately prior to the sale of the remainder of the Purchased Business as set forth in 2.02(b) above. The proceeds of such shall be allocated between SGS and RMC in accordance with their respective ownership interests in SGS Mexico. Purchaser agrees that SGS may distribute the proceeds from the Mexican Sale to RMC. Purchaser shall fully cooperate with Sellers in causing SGS to take all necessary and reasonable actions requested by Sellers (at Seller’s expense) to minimize Mexican taxes attributable to the Mexican Sale. Sellers shall pay to SGS the amount of Taxes attributable to the Mexican Sale, an estimated calculation of which is set forth on Schedule 2.05, when such taxes become due and payable. In the event that SGS fails to timely and accurately complete all obligations set forth on Schedule 2.05 and as a direct result an additional Mexican Tax is incurred by SGS, Sellers will only be responsible for one-half of such additional Mexican Tax that may directly result from any such failure, and SGS will be responsible for the other one-half of such additional Mexican Tax. The additional Tax that may result from any such failure to timely and accurately file is estimated to be US$142,188.”

(g) Section 4.03(a) is hereby amended to delete the second and third sentences and insert the following sentences in lieu thereof:

“The capital stock of SGS Mexico consists solely of three social parts, two of which represent the fixed capital stock and one represents the variable capital stock, where one fixed capital Participation Certificate held by RMC has a par value of $2,970.00 Pesos Mexican Currency or its multiple, and one fixed capital Participation Certificate held by SGS has a par value of $30.00 Pesos Mexican Currency or its multiple, and one variable capital Participation Certificate held by SGS has a par value of $4,906,257.00 Pesos Mexican Currency or its multiple, all of which have voting rights and are issued and outstanding (the “SGS Mexico Social Parts”), with SGS holding 99.94% of the SGS Mexico Social Parts and RMC holding 0.06% of the SGS Mexico Social Parts. The issued share capital of SGS UK is comprised of 60,000 ordinary shares of £1 each, all of which are issued and outstanding (the “SGS UK Shares”).”

(h) Section 8.03 is hereby amended to add the following Section 8.03(c) immediately following Section 8.03(b):

“(c) Notwithstanding the last sentence of Section 8.03(b), Sellers will reimburse Purchaser for any additional rental or any new or additional security deposit to be paid by Purchaser, the Companies or the Subsidiaries to the landlord under any of the four lease agreements set forth in Schedule 8.03 (“Material Leases”), which additional rental or new or additional security deposit is directly attributable and necessary to obtain the landlord’s consent to assign any of the Material Leases with respect to the current term of the Material Leases only and not with respect to any renewal term, up to $250,000. Sellers will have no obligation under this Section 8.03(b) to reimburse Purchaser for any additional rental or new or additional security deposit to be paid by Purchaser due to any significant adjustments to the lease (such as a material reduction or increase in leased space, an extension of or reduction to the lease term, a material change to the proposed use of the premises or sublet of any or all of the premises). Under no circumstances will Sellers’ responsibility under this Section 8.03(c) exceed $250,000. Purchaser will notify Sellers in writing within 60 days of the Closing Date of any and all such additional rentals or new or additional security deposits for which Purchaser seeks reimbursement from Sellers pursuant to this Section 8.03(c). Purchaser will not be entitled to any reimbursement for any claims under this Section 8.03(c) to the extent not submitted in writing within such 60 day period to Sellers.”

(i) Section 8.04 is hereby amended to add the following Section 8.04(f) immediately following Section 8.04(e):

“(f) On or before 45 days after the Closing Date, Sellers will provide Purchaser with an unaudited combined balance sheet as of December 31, 2005

and unaudited combined statement of income for the twelve-month period ended December 31, 2005, in each case as prepared in accordance with AAP.”

(j) Section 8.18 is hereby deleted in its entirety and the following is inserted in lieu thereof:

“Section 8.18. Eastgate – Adjustment to Eastgate Purchase Price and Reimbursement of Expenses.

(a) If capital expenditures actually incurred and paid by SGS related to moving from the Eastgate facility to a new facility (“Eastgate Capital Expenditures”) in 2005 are less than $2,800,000 (such difference, the “Eastgate Shortfall”), and the Eastgate Capital Expenditures actually incurred and paid by SGS in 2006 are in excess of $500,000 (such excess, the “Eastgate Overage”), then Sellers shall reimburse Purchaser for the Eastgate Overage up to a maximum amount equal to the Eastgate Shortfall promptly upon receipt of written notice from Purchaser of the Eastgate Overage. Purchaser shall provide Sellers with a calculation of the amount of the Eastgate Shortfall, if any, on or before 30 days after the Closing. For example, if SGS spends $2,000,000 in 2005 to move from the Eastgate facility to a new facility, the 2005 Eastgate Capital Expenditures are $2,000,000 and the Eastgate Shortfall is $800,000. If the Eastgate Capital Expenditures incurred by SGS in 2006 are $1,000,000, then Sellers shall reimburse Purchaser by the Eastgate Overage of $500,000 ($1,000,000 - $500,000).

(b) Pursuant to the Eastgate Purchase Agreement and Virginia Law, SGS is entitled to reimbursement for both capital and non-capital expenses associated with moving from the Eastgate facility to a new facility. As SGS receives such reimbursements from the Commonwealth of Virginia from time to time after the Closing Date for such capital and non-capital expenses paid by SGS prior to the Closing Date, Purchaser will promptly remit those funds to Sellers. After the Closing Date, if SGS submits claims for reimbursement of such expenses paid by SGS after the Closing Date and the Commonwealth of Virginia denies any of such claims, then Sellers will promptly reimburse SGS for the amount of such denied claims up to $2.0 million. Purchaser will cause SGS to submit all claims for capital and non-capital expenses on a timely basis, with a copy of each claim to Sellers, as well as a copy of any response from the Commonwealth of Virginia regarding acceptance or denial of each claim. Any reimbursement by Sellers for such denied claims under this Section 8.18 will be treated as an adjustment to the Purchase Price.”

(k) Article 8 is hereby amended and restated to insert the following new Section 8.20:

“Section 8.20. Lease of Real Property to SGS International. Sellers will cause Alcoa and Murphy Properties, Inc., and SGS International will cause SGS, to

execute and deliver on the Closing Date lease agreements in form and substance reasonably acceptable to the parties under which SGS may continue to lease office space at Alcoa’s leased facility in Richmond, Virginia, and SGS may continue to lease office space at Murphy Properties, Inc.’s facility in Louisville, Kentucky.”

(1) Article 8 is hereby amended and restated to insert the following new Section 8.21:

“Section 8.21. Bulk Sales Act (Ontario). RMC hereby agrees to indemnify and hold the Canadian Purchaser, its directors, officers, employees and agents harmless from and against any Losses which the Canadian Purchaser may directly suffer or incur in respect of, as a result of, or arising out of the failure of SGS Canada to comply with the Bulk Sales Act (Ontario), except in respect of any Losses suffered by Canadian Purchaser, its directors, officers, employees and agents in connection with the Assumed Liabilities. The Canadian Purchaser, on its behalf and on behalf of its directors, officers, employees and agents, hereby waives compliance by SGS Canada with the provisions of the Bulk Sales Act (Ontario).”

(m) Article 8 is hereby amended and restated to insert the following new Section 8.22:

“Section 8.22. Alcoa Master Lease Agreements. At Purchaser’s request, Sellers will use their Best Efforts to cause Alcoa to use its Best Efforts for 30 days after the Closing to partially assign to Purchaser or one of its Affiliates the portion of any of the Alcoa agreements listed on Schedule 8.22 to the extent related to the Purchased Business. Any such assignments will include an indemnity to Alcoa from Purchaser for any liability incurred by Alcoa as a result of or related to Purchaser’s performance under the assigned agreements. Such assignments, if any, shall be pursuant to assignment documents that are in a form and substance reasonably acceptable to Sellers and Purchaser, including without limitation provisions that such assignments may not be renewed after their current terms and that Sellers will receive one-half of the residual value of all leased vehicles at the expiration of the lease terms under the Lease Agreement dated March 23, 1992 between Alcoa and Automotive Rentals, Inc.”

3. Disclosure Schedule Amendments. The following Schedules to the Agreement are hereby amended as follows:

(a) Schedule 1.46 (Excluded Assets) is hereby amended and restated to insert the following additional bank accounts as exceptions (and thus not Excluded Assets) under item 14:

“(H)	Bank of America
	SGS	Account # 3752112256 (Master account)
	SGS	Account # 3750911789
	SGS-Colorbrite	Account # 3751931205
	SGS-Lanscape Inc.	Account # 3751951492

(I)	Bank of Montreal
	SGS Canada	Account # 0230-1307-128
	SGS Canada	Account # 0230-4660-428
(J)	Banamex
	SGS Mexico	Account # 0029-8190001
	SGS Mexico	Account # 0029-8190508
	SGS Mexico	Account # 0029-8190028
(K)	Mellon Bank
	SGS	Account #022-9841”

(b) Schedule 1.47 (Excluded Liabilities) is hereby amended and restated to add the following:

“9. Sellers will retain all liabilities arising from the claims made by Tom Forsythe, as outlined in his email dated December 28, 2005, for past due bonuses and other compensation due to Mr. Forsythe under the terms his employment agreement, dated March 31, 2001, as amended by amendment dated August 18, 2005 (reference item #7 on Schedule 4.08 under SGS US Employment Agreements and Offer Letters).”

(c) Schedule 2.04 (Allocation of Purchase Price) is hereby deleted and Schedule 2.04, attached hereto as Exhibit 2.04, is inserted in lieu thereof.

(d) Schedule 4.05 (Consents and Approvals; Violations) is hereby amended and restated to add the following as a “Lease Consent”:

“14. Mississauga, Ontario (Canada) (gravure) - Agreement of Lease between SREIT (Malton) Ltd. and Southern Graphic Systems Canada, Ltd., dated August 27, 2004, for property located at 2620 Slough Street, Mississauga, Ontario (Canada)”

(e) Schedule 4.06 (Intangible Property and Exceptions) is hereby amended and restated to add the following domain names under Section 1(E):

“www.southerngraphicsystems.com (Registrant: SGS)

www.sgsintl.com (Registrant: SGS)”

(f) Schedule 4.08 (Real Property) is hereby deleted and Schedule 4.08. attached hereto as Exhibit 4.08, is inserted in lieu thereof.

(g) Schedule 4.09 (Labor and Employment Agreements; Business Employees) is hereby amended and restated to insert the following under “SGS US Employment Agreements and Offer Letters”:

“40. Michael C. Peschel, November 28, 2005 (Confidentiality and Non-Competition Agreement)”

The parties acknowledge that the agreements with Michael C. Peschel listed as items 36, 37 and 38 are superseded by the agreement inserted hereby as item 40.

(h) Schedule 4.10 (Litigation) is hereby amended and restated to insert the following lawsuits:

“24. Niedins, Daniel v. Southern Graphic Systems. Inc. [To be retained by Sellers]

25. Julia Lomax v. Southern Graphic Systems, Inc. Retirement Plan [To be retained by Sellers]”

(i) Schedule 4.14 (Exceptions to Material Contracts) is hereby amended and restated to insert the following:

“6. By letter dated December 2, 2005, Capital, Technology and Leasing, LLC has claimed, in its own name and in the name of Reliance Bank, that Alcoa’s failure to seek consent for the transfer of the lease obligations of Mozaic Group as a result of the sale of Mozaic’s primary shareholder, SGS, is a breach of contract without specifying the contract in breach. No consent is required from Capital, Technology and Leasing, LLC or Reliance Bank in connection with the transactions contemplated by the Agreement.

7. By letter dated December 5, 2005, Missouri State Bank has claimed that consent is deemed necessary by Missouri State Bank without specifying the contract or provision requiring consent. No consent is required from Missouri State Bank in connection with the transactions contemplated by the Agreement.

8. By email letter dated December 28, 2005, Tom Forsythe made a claim for past due bonuses and other compensation due to Mr. Forsythe under the terms his employment agreement, dated March 31, 2001, as amended by amendment dated August 18, 2005 (reference item #7 on Schedule 4.08 under SGS US Employment Agreements and Offer Letters).”

(j) Schedule 4.15 (Environmental Matters) is hereby amended and restated to insert the following:

“A new federal regulation (40 CFR 63.340) has been enacted, which exempts all of the facilities listed in this Schedule 4.15 from requiring a Title V air permit. Accordingly, Sellers have withdrawn all Title V air permit applications for the facilities listed in this Schedule 4.15.”

(k) Schedule 4.23 (Undisclosed Liabilities (Assumed by Purchaser)) is hereby amended and restated to insert the following:

“(X) Reynolds Metals Company, a wholly-owned subsidiary of Alcoa, is a guarantor of SGS Canada’s obligations under that certain Brampton, Ontario (Canada) - Lease between Slough Estates Canada Ltd. and Southern Graphic Systems Canada, Ltd., dated October 1, 2000, for property located at 7965 Goreway Drive, Unit 1, Brampton, Ontario (Canada). SGS and Purchaser will use their Best Efforts to negotiate with the landlord to release Reynolds Metals Company as guarantor or replace Reynolds Metals Company with a legal entity that is an Affiliate of Purchaser.”

(l) Schedule 7.02(d) (Required Consents Prior to Closing) is hereby amended and restated to delete item 5 (Master Agreement of Lease between Capital, Technology & Leasing, LLC and Mozaic Group Ltd. dated 3/12/03) under “Contract Consents” and add as item 11 under “Lease Consents” the Mississauga, Ontario (Canada) (gravure) -Agreement of Lease between SREIT (Malton) Ltd. and Southern Graphic Systems Canada, Ltd., dated August 27, 2004, for property located at 2620 Slough Street, Mississauga, Ontario (Canada).

4. Assignment. Sellers hereby acknowledge that SGS International has assigned its rights and delegated its duties under the Agreement to certain of its direct and indirect subsidiaries as set forth in the preamble to this First Amendment. The parties agree to amend the Assignment and Assumption Agreement and any other instruments of assignment and/or assumption or other transfer documents to replace SGS International with such subsidiary or add such subsidiary as a party to such document as appropriate. SGS International acknowledges that such amendment, assignment and delegation does not release SGS International from its obligations, or otherwise affect or diminish the liability of SGS International, under the Agreement.

5. Miscellaneous. Except as expressly amended hereby, the terms and conditions of the Agreement shall continue in full force and effect. This First Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement or any of the documents referred to therein. Wherever “Agreement” is referred to in the Agreement or in any other agreements, documents and instruments, such reference shall be to the Agreement as amended hereby.

6. Counterparts. This First Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all for which together shall constitute one and the same instrument.

7. Governing Law. This First Amendment shall be governed by the laws of the Commonwealth of Pennsylvania (regardless of the laws that might otherwise govern under applicable principles of conflicts of law) as to all matters, including but not limited to matters of validity, construction, effect performance and remedies.

IN WITNESS WHEREOF, Purchaser and Sellers have caused this First Amendment to be executed as of the date first written above.

EXHIBIT 2.04

SCHEDULE 2.04

ALLOCATION OF PURCHASE PRICE

The purchase price is allocated among the stock of SGS, SGS UK , SGS Mexico and the purchased assets of SGS Canada (together the “Purchased Business Components”) as follows:

1. SGS UK: US$14,800,000.

2. SGS: US$322,600,000.*

3. SGS Canada: US$71,900,000.

4. SGS Mexico: US$2,200,000,

B. Then, the amount of third party Indebtedness properly allocable to each of the Purchased Business Components shall be subtracted from the amount of the Gross Purchase Price allocable to each such Purchased Business Component.

* This includes the Eastgate Purchase Price of US$2,100,000.

SCHEDULE 2.05

CALCULATION OF TAXES

ATTRIBUTABLE TO THE MEXICAN SALE

The estimated tax on the transfer of SGS Mexico is US$407,812.

Obligations and due dates for SGS after the sale of SGS Mexico are as follows:

	Obligation	Due Date
A	Appointment of Mexican legal representative(s) before a Notary Public in the United States and apostilled USA. This Power of Attorney also has to be notarized before a Mexican Notary Public (can be Mexican consulate).	No later than (B) takes place, however, this must be completed within 15 business days after the sale of SGS Mexico is completed.
B	Filing of the Income Tax returns, signed by the legal representative(s).	Within 15 business days after the sale of SGS Mexico is completed.
C	Filing of the notices of auditor’s opinion.	Within 15 business days after (B).
D	Filing of the auditor’s opinions, together with copies of documents (A) and (C).	Within 30 business days after (B).

EXHIBIT 4.08

SCHEDULE 4.08

REAL PROPERTY

See attached.

SCHEDULE 8.03

MATERIAL LEASES

1. Atlanta, GA - 1850 Mac Arthur Boulevard

2. Richmond, VA (Sandston) - Lease between 5301 Lewis Road, L.L.C. and Southern Graphic Systems, Inc., dated April 2005, for property located at 5301 Lewis Road, Henrico County, VA.

3. Brampton, Ontario (Canada) - Lease between The Great-West Life Assurance Company and the London Life Insurance Company, as successors to Slough Estates Canada Ltd. (collectively “Landlord”), and Southern Graphic Systems Canada, Ltd. (“Tenant”), dated October 1, 2000, as amended by Lease Amending & Extending Agreement dated January 25, 2005, for property located at 7965 Goreway Drive, Unit 1, Brampton, Ontario (Canada).

4. Toronto, Ontario (Canada) - Lease between 25 Sheppard Portfolio Inc. and Southwest Sheppard Investments Limited (“Lessor”) and Southern Graphic Systems Canada, Ltd. (“Lessee”), dated August 15, 2003, for property located at 25 Sheppard Ave, West, Toronto, Ontario (Canada).

SCHEDULE 8.22

ALCOA MASTER LEASE AGREEMENTS

FOR POSSIBLE PARTIAL ASSIGNMENTS

1. Lease Agreement dated March 23, 1992 between Alcoa Inc. and Automotive Rentals, Inc.

2. Agreement dated September 19, 2003 between Alcoa Inc. and LeasePlan U.S.A. Inc.

3. Corporate Account Agreement dated March 31, 1998 between Alcoa Inc. and Sharp Electronics Corporation (after 11/7/02 leasing provided through ePlus Group, Inc. per terms of this Agreement).

4. Master Lease Agreement dated January 1, 1997 between ICX Corporation and Aluminum Company of America.

EX-10.3

Exhibit 10.3

TRANSITION SERVICES AGREEMENT

THIS TRANSITION SERVICES AGREEMENT (“Agreement”) is made as of December 31, 2005 (“Effective Date”), by and between ALCOA INC., a Pennsylvania corporation (“Seller”), and SGS International, Inc., a corporation organized under the laws of Delaware (“Purchaser”).

WHEREAS, Purchaser and Seller entered into an Acquisition Agreement dated November 11, 2005 (the “Acquisition Agreement”) pursuant to which Purchaser will acquire the Purchased Business, as such term is defined in the Acquisition Agreement;

WHEREAS, Purchaser desires that Seller provide certain temporary transition services to Purchaser, the Companies and the Subsidiaries (as each such term is defined in the Acquisition Agreement) related to the Purchased Business following the Closing Date, and Seller is willing to provide such services; and

WHEREAS, Section 10.02(g) of the Acquisition Agreement provides that the parties will enter into this Agreement as a condition to Closing the transaction.

NOW, THEREFORE, the parties agree as follows:

1. INTRODUCTION. For purposes of this Agreement and unless otherwise specified, capitalized terms not otherwise defined herein have the meanings given to them in the Acquisition Agreement.

2. SERVICES. Seller will supply and Purchaser will purchase the individual services listed in Schedule A (each a “Transition Service”) on the terms and conditions set forth herein. Schedule A sets forth the maximum time period and fee for each Transition Service. Any Transition Service requiring a third party consent is contingent on Purchaser obtaining such consent from such party. Seller agrees to provide or cause to be provided to Purchaser those Transition Services in accordance with the terms of this Agreement and subject to any conditions specified in Schedule A. In addition, Seller shall cooperate with Purchaser, at Purchaser’s expense and request, in transferring any Transition Service to Purchaser or an alternate supplier prior to the end of the Term.

3. FEES. The fee methodology for each Transition Service is set forth in Schedule A (“Fees”).

4. TAXES. Purchaser is responsible for and will pay any and all taxes or any other governmental charges (not including those based upon Seller’s income) which may now or later be imposed upon the purchase and sale or use of the Transition Services provided pursuant to this Agreement.

5. PAYMENT. Purchaser will pay for each Transition Service incurred by it in accordance with the terms hereof. Seller will invoice Purchaser on a monthly basis (except if specified

differently in Schedule A) for Fees related to such Transition Service provided by Sellers during the prior month. Purchaser will pay all invoices related to the Transition Services provided in this Agreement within 30 days of the date of each invoice. Seller reserves the right to terminate this Agreement if Purchaser defaults on its payment obligations hereunder and fails to cure such default within ten days after receipt of written notice from Seller.

6. TERM. This Agreement commences on the Effective Date and will remain in effect through June 30, 2006 (the “Term”). Notwithstanding the foregoing, Schedule A sets forth the length of time that Seller is required to provide each Transition Service to Purchaser, and Seller’s obligation to provide such Transition Service shall expire on the earlier of the end of such length of time or the end of the Term.

7. TERMINATION. Purchaser may terminate any Transition Service at any time upon 15 days written notice to Seller or such other length of time as set forth in the Schedules hereto. Upon such termination, Purchaser will pay Seller the actual Fees for such terminated Transition Service up until the effective date of termination. Upon the termination of any Transition Services (including without limitation expiration of the Term), Purchaser will return to Seller, as soon as practicable, any equipment or other property of Seller relating to such Transition Service which is owned or leased by Seller and is then in Purchaser’s possession or control. If Purchaser breaches any of the terms of this Agreement in any material respect or fails to perform in any material respect any of its obligations under this Agreement, Seller shall give Purchaser written notice of such breach and, if Purchaser fails to cure such breach within ten days of receipt of such notice, Seller may terminate this Agreement in whole or in part.

8. LIMITATION ON SERVICES PROVIDED. Seller is excused from performing a particular Transition Service under this Agreement (i) when doing so would unreasonably interfere with the ability of Seller or Seller’s Affiliates to conduct business as currently conducted, provided that Seller shall provide Purchaser at least thirty days notice prior to the time it ceases providing such service; (ii) if a third party consent is required to provide such Transition Service and such third party refuses, delays in granting, or is unable to grant the required consent; or (iii) if and to the extent performance of such Transition Services results in a breach of any existing agreement of Seller or an Affiliate of Seller. In providing the Transition Services, Seller is not obligated to: (i) hire any additional employees; (ii) maintain the employment of any specific employee; (iii) purchase, lease or license any additional equipment or software; (iv) pay any costs related to the transfer or conversion of Purchaser’s data to Purchaser or any alternate supplier of Transition Services; or (v) make any major capital investment, in Seller’s sole and absolute discretion, to provide or continue providing the Transition Services. Seller has no responsibility to verify the correctness of any information given to it by or on behalf of Purchaser for the purpose of providing the Transition Services.

9. LIMITATIONS OF SERVICES. At the conclusion of each transition period of each respective Transition Service, Seller will have no further obligation to furnish the Transition Service to Purchaser and will have no obligation to maintain the capability to furnish the Transition Service to Purchaser. It is Purchaser’s sole responsibility to arrange for another provider for each Transition Service to furnish the Transition Service to Purchaser that was previously provided by Seller. In the event that Purchaser fails to make such arrangements, or

2

fails to make such arrangements in a manner that allows Purchaser to begin procuring the Transition Service from the other provider immediately after the conclusion of the respective transition period of the Transition Service set forth in Schedule A, then Seller, in its sole and absolute discretion, may, but is not obligated to, continue to furnish the Transition Service to Purchaser at a price equal to twice that otherwise provided herein for such Transition Service, and Seller shall retain the right to cease providing the Transition Service to Purchaser at any time after the conclusion of the respective transition period of each Transition Service.

10. FORCE MAJEURE EVENT. Force Majeure Event means any event or circumstance or combination of events or circumstances beyond the reasonable control of Seller that directly results in or causes a failure or delay by or hindrance to or interference with Seller’s fulfillment wholly or in part of any of its obligations under this Agreement, which circumstances cannot be overcome by the exercise of reasonable efforts by Seller. Without limiting the generality of the foregoing, Force Majeure Event includes the following events and circumstances to the extent that they satisfy the above requirements: riots, wars (declared or undeclared), insurrections, sabotage, rebellions, terrorist acts, civil disturbances, embargoes, blockages, acts of God, lightning, earthquakes, floods, storms, hurricanes, freezes, cyclones, tidal waves, tornadoes, unusual weather conditions, epidemics, plagues, explosions, chemical contaminations, fires, major equipment failures, strikes, lockouts, go-slows or other labor difficulties or labor shortages, a change in law, and interruptions of fuel supply, power, water, utilities, wastewater disposal or product distribution. Seller will have no liability to Purchaser for its failure to provide such Transition Service during the time when the provision of all or a portion of such Transition Service by Seller is prevented, hindered, delayed or rendered impracticable due to a Force Majeure Event, provided that during such Force Majeure Event Seller shall continue to provide all Transition Services under this Agreement to the extent reasonably possible. Seller will promptly give notice of any Force Majeure Event to Purchaser and will indicate in such notice the effect of such event on Seller’s ability to perform hereunder and the anticipated duration of such event. Neither the transition period of any Transition Service nor the Term will be extended due to the occurrence of a Force Majeure Event. If suspension of Seller’s performance continues for more than six consecutive months as a result of a Force Majeure Event, either party may terminate this Agreement by giving notice to the other party pursuant to the notice provision of the Acquisition Agreement.

11. THIRD PARTY LICENSES AND CONTRACTS. Purchaser is responsible for obtaining any supplemental licenses or third party consents necessary for Seller to provide Transition Services to Purchaser. Purchaser may, at its sole discretion, pay all required fees and expenses to obtain such required licenses and consents and, if Purchaser chooses not to pay such fees, then Seller may, at Seller’s sole discretion, discontinue the provision of the applicable Transition Service.

12. SUPPORT BY PURCHASER. Purchaser is responsible for providing all consumables required for the Transition Services (including but not limited to office supplies, computers, computer software, office equipment, copy and fax machines and the like) that are used on Purchaser’s premises by Purchaser’s employees or by Seller’s employees. Purchaser is responsible for security of all equipment in its possession.

3

13. INDEMNITY. Purchaser will indemnify, defend and hold harmless Seller and its Affiliates, directors, officers, shareholders, employees and agents from and against any and all Losses resulting from a demand, claim, lawsuit, action or proceeding relating to any Person’s conduct in connection with the provision of Transition Services to Purchaser under this Agreement, provided that such Losses are not caused by Seller’s gross negligence or willful misconduct.

14. LIMITATION OF LIABILITY. NOTWITHSTANDING THE DEFINITION OF LOSSES UNDER THE ACQUISITION AGREEMENT, EXCEPT TO THE EXTENT CAUSED BY SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, UNDER NO CIRCUMSTANCES WILL SELLER OR SELLER’S AFFILIATES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR LOST REVENUES) OF PURCHASER, ITS SUCCESSORS, ASSIGNS OR AFFILIATES, AS A RESULT OF, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE TRANSITION SERVICES PROVIDED UNDER THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT, BREACH OF WARRANTY, INDEMNIFICATION OR OTHERWISE. IN ANY EVENT, SELLER’S LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED THOUSAND DOLLARS $100,000.00, EXCEPT FOR LIABILITY ARISING FROM SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. PURCHASER ASSUMES ALL OTHER LIABILITY FOR ANY LOSS, DAMAGE OR INJURY TO PERSONS OR PROPERTY ARISING OUT OF, CONNECTED WITH OR RESULTING FROM THE USE OF SELLER’S SERVICES, INFRASTRUCTURE OR PROPERTY PURSUANT TO THIS AGREEMENT OR THE TRANSITION SERVICES PROVIDED UNDER THIS AGREEMENT EITHER ALONE OR IN COMBINATION.

15. SUBROGATION. In the event any liability arises from the performance of Transition Services hereunder by a third party contractor for which Seller may be liable, Purchaser, the Companies and the Subsidiaries are subrogated to such rights, if any, as the Seller may have against such third party contractor with respect to the Transition Services provided by such third party contractor to or on behalf of the Seller.

16. DISCLAIMER OF WARRANTIES. SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY REPRESENTATION OR WARRANTY AS TO THE QUALITY OR CONDITION OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE TRANSITION SERVICES TO BE PROVIDED UNDER THIS AGREEMENT. SELLER DOES NOT WARRANT THAT THE SYSTEMS CONTEMPLATED UNDER THIS AGREEMENT WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL ERRORS WILL BE CORRECTED. SELLER IS NOT RESPONSIBLE FOR PROBLEMS CAUSED BY FAILURE OF SYSTEMS.

17. PROCEDURES. All of Purchaser’s users of Seller’s Transition Services must comply at all times with this Agreement and with Seller’s IT policies and procedures that are applicable to a Transition Service if such policies and procedures apply to both Purchaser and the Seller’s

4

business units. All of such current IT policies and procedures are set forth on Schedule B hereto, and Seller will provide Purchaser with the same notice of any future policies, procedures, or enhancements that it provides to its other business units. Purchaser will comply with all requirements of such policies or projects or enhancements. Purchaser will continue to provide data and information necessary for Alcoa to provide the Transition Services to Purchaser consistent with the manner and format in which such data and information is currently provided.

18. NOTICES. All notices, request, demands (including claims for indemnification and other communications) arising under this Agreement will be given in accordance with such provisions contained in the Acquisition Agreement.

19. DISPUTES. The parties will use Best Efforts to resolve disputes related to this Agreement. If the dispute is unable to be resolved by using Best Efforts then parties hereto may refer such matter in dispute to an arbitrator for resolution by sending a written notice setting forth the matter which requires resolution to an arbitrator and to the other party. Any such controversy or claim in connection with this Agreement, including its validity, interpretation, application, scope, enforceability, performance, breach and termination, shall be settled by in accordance with Commercial Arbitration Rules. Notice of arbitration shall be deemed proper if made in accordance with Section 18 of this Agreement. Seller and Purchaser agree that the arbitrators have no authority to: (i) award relief in excess of what this Agreement provides; or (ii) award punitive damages or any other damages not measured by the prevailing party’s actual and direct damages. The parties agree that the arbitrators are hereby authorized to consult with and employ attorneys, accountants or experts that may be deemed necessary to assist them in determining issues or matters of law arising in the course of the arbitration proceedings. The costs and fees shall be determined in the sole discretion of the arbitrator and may be assessed or apportioned to either or both of the parties in the award. The results of any such arbitration proceedings shall be final and binding upon the Parties and shall not be subject to appeal. Such arbitration shall be held in Pittsburgh, Pennsylvania. Judgment upon the award rendered may be entered in any court having jurisdiction, or an application may be made to any court for a judicial acceptance of the award and an order of enforcement, as the case may be.

20. CONFIDENTIALITY. Purchaser and Seller will maintain as confidential and not disclose to any third party any Confidential Information provided by the other in the performance of this Agreement. Confidential Information includes all processes, know-how, methods, software (including source and object code), drawings, data, reports, plans, documents, business secrets and confidential information of any kind written or unwritten pertaining to the business of Seller or Purchaser, as applicable, which is non-public (“Confidential Information”). This Agreement does not apply to Confidential Information which:

(a) can be demonstrated to have been in the receiving party’s possession prior to receipt from the disclosing party;

(b) is or becomes generally available to the public without breach of this Agreement;

(c) becomes available to the receiving party from a third party which has the legal right to disclose such information; or,

(d) can be shown to have been developed by the receiving party independent of disclosures under this Agreement.

5

Upon 10 days written request of the disclosing party, the receiving party will return all copies of Confidential Information to the disclosing party in accordance with the notice provision of the Acquisition Agreement.

21. SELLER’S DATA SYSTEMS. Seller’s data systems, procedures and related materials provided to Purchaser are for Purchaser’s internal use only and only as related to the Transition Services of any of the underlying data systems used to provide the Transition Services. Title to all data systems used in performing the Transition Services provided hereunder will remain with Seller or Seller’s third party vendors unless explicitly provided otherwise in the Acquisition Agreement. Purchaser will not copy, modify, reverse engineer, decompile or in any way alter data systems without Seller’s express written consent.

22. GENERAL.

(a) Waiver. The failure of a party to require performance of any provision hereof will not affect its right at a later time to enforce the same. No waiver by a party of any term or warranty contained herein will be effective unless in writing. No such waiver in any one instance will be deemed a further or continuing waiver of any such term, covenant, representation or warranty in any other instance.

(b) Assignment. This Agreement is not assignable, in whole or in part, by either party without the prior written consent of the other. Notwithstanding the foregoing, an assignment in accordance with this Agreement will not relieve a party of its obligations, commitments, liabilities, or responsibilities under this Agreement. Any assignment of this Agreement in violation of this Section is null and void.

(c) Successors and Assigns. This Agreement inures to the benefit of, and is binding on and enforceable against, the successors and permitted assigns of the respective parties hereto.

(d) Independent Contractor. No partnership, joint venture, alliance, fiduciary or any relationship other than that of independent contractors is created hereby, expressly or by implication.

(e) Amendment. This Agreement may be amended only by another written agreement duly executed by the parties.

(f) Headings. The headings in this Agreement are for convenience of reference only and will not affect its interpretation or construction. Unless otherwise indicated, section references are to sections of this Agreement.

(g) Entire Agreement. This Agreement, as to its subject matter, exclusively and completely states the rights and duties of the parties, sets forth the parties’ entire understanding, and merges all their representations and promises. The schedule attached to this Agreement is incorporated in this Agreement and made a part hereof for all purposes.

6

(h) Survival. All payment, confidentiality and indemnity obligations will survive the expiration or early termination of this Agreement.

(i) Governing Law. The laws of the Commonwealth of Pennsylvania govern the validity, interpretation, construction, and effect of this Agreement, without regard to its laws or regulations regarding choice of law.

[signature page to follow]

7

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers.

8

SCHEDULE A

TRANSITION SERVICES

See Attached.

9

SCHEDULE B

IT POLICIES and PROCEDURES

Computer Use Policy

NADC Policies and Procedures

RFC0017 (Corporate Information Security Policies)

2006 NADC/TDC SLAs with SGS

10

Service Schedule 1

United States

Accounting and General Administration

1. Schedule #: 1

2. Functional Area: Accounting and Administration

Start Date: 1-1-2006

End Date: 6-30-2006

3. Summary of Services:

Alcoa will continue to provide the Purchased Business with the accounting and general administration services outlined in the table below in order to transition the Purchased Business from Alcoa to SGS International, Inc. in accordance with the Agreement. SGS International, Inc. may terminate any of the services herein upon 30 days’ advance written notice prior to the end of the month in which such service is to be terminated.

Service Name	Description/Other Matters
Credit Analysis and Collections	See Exhibit A
General ledger	Maintain the general ledger and provide standard financial statements and management reports consistent with the existing procedures, deadlines, schedules, processes and policies including: maintenance and mapping of chart of accounts; maintenance of the GL applications; processing certain sub-system journals, maintaining general ledger application, security, and access.
	With the exception of sales and use tax accounts, which will be reconciled by state and locale, Alcoa will not reconcile any other general ledger accounts to detail. However, Alcoa will provide all details for Buyer to perform monthly account reconciliation.
	Agreement also includes 30 days advance notice by SGS International, Inc. for termination of transition services.
	Services not covered are subject to an additional $100/HR fee and include but are not limited to the following: creation of Oracle Discoverer queries and non-standard FSG Oracle reports; performing account reconciliations after sale date.
General Accounting Entries	Post transactions to all general ledgers which include: manual/recurring journals as well as mass allocations. Note: compiling and posting depreciation on fixed assets will only occur for the first two months from the effective date above (January and February 2006 only).

Exhibit A

Page 1

	Services not covered are subject to an additional $100/HR fee and include but are not limited to the following: compiling financial analysis to record manual/recurring journals.
Fixed Asset Register and Depreciation expense reporting	Provide electronically a list of capitalized assets and applicable information.
Audit Documentation	Provide an electronic copy, in Word format, of SGS ASAT and Compliance Testing documentation that currently resides in STARS. Although Alcoa will not have responsibility for assisting SGS in maintaining their audit documentation, SGS will have to continue to adhere to Alcoa standards as they relate to maintaining strong internal controls (i.e. maintaining proper segregation of duties while continuing to utilize Alcoa systems)
Cash & Treasury Management	N/A
Risk Management	N/A
Travel & Expense	N/A
Payroll Processing	N/A
Real Estate Services	N/A
Sales & Use Tax Filings	Prepare returns for activities commencing in January 2006 and continuing through June 30, 2006. These services include preparing the returns based upon the information supplied by the Purchaser, filing required electronic returns and forward to SGS to allow timely filing and payment of the returns. These services also include responding to notices from taxing jurisdictions concerning those returns prepared by Alcoa Inc.*
	Remit Sales and Use taxes provided however, that Alcoa will not disburse any funds on behalf of Buyer until Alcoa has been pre-paid by Buyer in the amount equal to funds to be disbursed.
State & Federal Income Tax Filings	N/A
Property Tax	Prepare returns for personal property tax returns due January 1, 2006 and continuing through those returns due June 30, 2006. These services include preparing the returns based upon the information supplied by the Purchaser and forwarding to SGS to allow timely filing of the returns.*
Franchise Tax	N/A
Offsite Records Storage	N/A

* These services do not include activities such as audit representation, or consulting services. These services would be available at additional costs to the Purchaser.

Exhibit A

Page 2

4. Total Fees:

Alcoa’s current Fees, which include Canadian charges, (which shall be invoiced monthly for the services provided) are indicated below:

General Ledger and Accounting (6 months)
Fixed Asset accounting & depreciation (First 2 months only)			Months 1 and 2: $24,500; Months 3 through 6: $21,500, plus $100.00 per hour for additional services, reports, requests or modifications.
	Monthly
Sales and Use Tax Filing Services	$	5,000
Property Tax Filing Services	$	4.000

Cost for Sales and Use Tax and Property Tax filing services not included: $150/hr.

5. Project Manager Contact Information:

SGS:

Name: Lisbeth Perez

Title: Financial Coordinator

Phone: 502-634-5212

Email: lis.perez@alcoa.com

Alcoa:

General Ledger

Name: Bob Grguras

Title: Financial Accounting Services Supervisor

Phone: 412-553-2500

Email: Robert.GrgurasJr@Alcoa.com

Credit/Collections

Name: Hank Cochran

Title: Manager: Alcoa Global Credit Process

Phone: 412-553-2041

Email: Hank.Cochran@alcoa.com

Accounts Receivable/Cash & Treasury Management

Name: Myron Safritt

Exhibit A

Page 3

Title: Manager Global Accounts Receivable and Express Credit

Phone: 412-553-4880

Email: Myron.Safritt@alcoa.com

Tax

Name: William Poad

Title: Financial Shared Services

Phone: 412-553-4499

Email: William.Poad@alcoa.com

Exhibit A

Page 4

GBS Service Level Agreement Template Rev. 1.5

GBS Service Level Agreement

This Service Level Agreement stands as a GBS/Customer agreement to describe on-going support or transactional services offered by GBS to its business customers.

Agreement Information
Agreement Number:
Start Date:	End Date:
GBS Process Area:	Region:
Revision Number:	Revision Date:
Revised By:

Service
Service Name:	Service Owner:
Service Description:

Customer Information
Customer Name:	Role:
SLA Scope:	BU / RU:

Accountabilities

Service Provider:

Customer:

Expected Performance Outcomes

Business Objective:

Metric(s):

Price
LBC/Dept:	Pricing Type:

Page 1 of 2

GBS Service Level Agreement Template Rev. 1.5

Unit Price:		Benchmark Price:
Total Price:		Project Number:
Sign-Off
Requesting Customer:		Date:
Customer Budget Approver:		Date.
GBS Service Owner:		Date
GBS Budget Owner:	R. Totten, M. Safritt	Date:
Addendums
Linked or Attached
Documents:

Additional Information

Page 2 of 2

Service Schedule 2

Human Resources and Benefits

Transition Services

1. Schedule #: 2

2. Functional Area: Human Resources and Benefits

Start Date: January 1, 2006

End Date: March 31, 2006, unless Purchaser notifies Seller at least two weeks prior to the last day of the current payroll period that it intends to terminate these services; provided, however, that it may take up to six weeks to terminate services, depending upon vendor requirements.

3. Summary of Services:

Seller will provide the Purchased Business with human resources consulting and benefits transition services while payroll transition services are in effect. All such services will be performed in a manner consistent with Seller’s policies and procedures. Nothing in this document shall prohibit Alcoa from making any changes in policies and procedures going forward.

a. Health and Welfare Transition Services:

1) In order for H&W transition services to be provided, the Buyer must clone and adopt the same plans currently maintained by the Seller for the following:

• Medical

• Prescription Drug

• Dental

• Vision

• Life Insurance and AD&D (will require Buyer to establish a separate contract with the vendor)

• Short and Long Term Disability (will require the Buyer to establish a separate contract with the vendor)

• Flexible Spending Accounts

Note: the following misc. benefits will not be included in transition services: tuition reimbursement, adoption assistance, 25 year vacation, business travel and accident, the employee assistance program, long term care insurance and any other fringe benefit.

2) Buyer will be responsible for any government filings, such as the annual Form 5500, and any tax filings. Alcoa will provide the Buyer with the data that is needed to prepare such filings. Buyer is also responsible for complying with all other applicable laws and regulations, except as specifically provided in this Schedule.

Exhibit A

Page 1

3) While the Buyer is responsible for providing the Transferred Employees Summary Plan Descriptions for the transition services period, Alcoa’s HR will provide assistance by sharing current documents with Buyer.

b. Savings Plan Asset Transfer:

Seller shall assist in the transfer of assets to Purchaser’s plan provider. Purchaser will adopt a plan, contract with a vendor, establish the Trust Fund and handle any required government filings.

c. Human Resources Services:

Seller shall provide human resources services as further described below at the election of the Buyer.

Service Name	Description/Other Matters
Health and Welfare Transition Services	Terms of Health and Welfare Transition Services:
	•      Enrollment and Eligibility processing. Seller will provide services to enroll new hires into health and welfare plans as well as process status changes. Seller will transmit eligibility data to carriers.
	•      Employee contributions/deduction processing: Seller will withhold employee contributions per employee elections.
	•      Carrier Remittance: Seller will utilize current systems to process vendor invoices of claims, administration fees and premiums for insured benefit coverages on behalf of Buyer.
	•      Customer Service- Seller will continue to make available current self service administration systems as well as outsourced customer service call center for employee issue resolution.
Savings Plan	The scope of the Savings Plan Administration Services shall include:
	•      Plan to plan transfer of assets.
Human Resources Services	Alcoa will also provide HR services of Dennis Hadley, who shall be dedicated to Purchaser. Such services are considered to be above and beyond the normal transfer of information and data to Purchaser and Purchaser’s vendors

Exhibit A

Page 2

4. Total Fees:

a. H&W Transition Services:

• Monthly Hewitt administration and processing Fee: $10/employee/month. Buyer and Seller agree to split 50/50 any third party consultant costs relating to transitioning of like-kind health and welfare benefits services to Buyer’s vendor. Seller agrees to pay 100% of third party consultant costs not directly related to the transitioning of like-kind health and welfare benefits services to Buyer’s vendor.

• Monthly vendor administration fees and claims reimbursement: For period of transition and for run out claims through 12/31/06, Buyer will reimburse Alcoa 100% of actual expense plus interest at the rate of LIBOR plus 25.

• Transition Services Vendor Implementation and Post Transition Service Support to new vendors: All Seller vendor charges will be passed on to Buyer at cost. Alcoa support to manage any such transition to new vendors will be subject to the Consulting Fee listed below.

• H&W Consulting Fee: $200.00 per hour. The Health and Welfare Consulting Fee is for any services provided by Seller to Buyer that are not set forth in Section 3 “Summary of Services”. Seller will only provide Health and Welfare consulting services after first obtaining the prior consent of Buyer.

b. Savings Plan

• Billing related to the time and expenses for the internal services provided by Alcoa at the rate of $200 per hour.

• Pass-through billing for the services provided by Alcoa’s outsourced vendors in relation to the transfer of plan assets.

• All fees associated with the establishment of this new plan with the new plan’s vendors will be paid directly by Purchaser.

c. Human Resources

• At their election, Purchaser will pay a fee equal to 100% of Dennis Hadley’s salary, benefits and related overhead costs incurred in support of Purchaser plus reasonable expenses for travel incurred in the course of providing Services.

5. Project Manager:

Purchaser:

Name: Dennis Hadley

Title:

Phone:

Email:

Exhibit A

Page 3

Seller:

Payroll Processing:

Name: Jeff Seiffert

Title: Manager, HRMS Operations

Phone: 412-553-2466

Email: Jeff.Seiffert@alcoa.com

Seller:

General Human Resources:

Name: Donna Zigray

Title: HR Manager, M&A

Phone: 412-553-2439

Email: Donna.2igray@alcoa.com

Exhibit A

Page 4

Service Schedule

Procurement and ReqToPay

1.   Schedule #: 3

2.	Functional Area:	Procurement and ReqToPay
	Start Date:	January 1, 2006
	End Date:	June 30, 2006

3.   Summary of Services:

Alcoa will continue to provide the Purchased Business with procurement and accounts payables services listed below in order to transition the business to SGS International, Inc. in accordance to the Agreement. SGS International, Inc. may terminate any of the services herein upon 30 days’ advance written notice prior to the end of the month in which such service is to be terminated.

Service Name	Description/Other Matters
Accounts Payable Matching	Match vendor invoices with goods or services received
Accounts Payable Disbursement	Disburse funds for approved transactions. Until SGS International, Inc. takes ownership of the separate disbursement account, it will fund to Alcoa on a weekly basis, any accounts payable disbursements that Alcoa has issued on SGS International, Inc.’s behalf. Alcoa will advise SGS International, Inc. the amount of the issuance and the account this money should be wired to. Once SGS International, Inc. assumes ownership of the disbursement account, Alcoa will reimburse SGS International, Inc. for an accounts payable disbursements funded by SGS International, Inc. which have not yet cleared the bank account. A/P disbursements will continue to be made against matched vendor invoices submitted to the Pittsburgh post office box as well as invoices such as freight and utility bills submitted to the non-purchase order post office box. A/P disbursements currently initiated by the Alcoa Mall “Delta Process” and recurring payments schedules will continue to be made. A/P payments will

	continue to be recorded in and Purchaser will have access to “Alcoa Direct”. Wire transfer and e-voucher requests will continue to be processed in the manner they were processed as of the Closing.
	Alcoa will not disburse any funds on behalf of Buyer until Alcoa has been pre-paid by Buyer in the amount equal to funds to be disbursed. Alcoa will process Wires and Evouchers on a one-off basis but only after pre-payment has been received for those transactions. Orbian payments will be converted to EFT or check. The payment/process for Freight and utility bills will also fall under the above prepayment process within the SGS operating unit.
	The process will work as follows: Alcoa will disburse funds once per week. Alcoa will notify Buyer of the amount of disbursements it intends to make on that day and will request that Buyer instruct its banks to fund Alcoa’s disbursement account. Once notice is received that the disbursing account has been funded, Alcoa will instruct its disbursing bank to release the payments.
Vendor Management	Provide interim vendor management with respect to existing vendors that supply materials, equipment, and/or services for the Purchased Business.
Alcoa Mall	Effective January 1, 2006, Alcoa will not provide access to the corporate managed catalog on the Alcoa Mall. However, Alcoa will continue to provide access to and support for Oracle iProcurement to SGS International, Inc. in order to access their specific catalogs.
Verizon Wireless	Allow SGS International, Inc. to continue to use current Verizon Wireless phones for as long as SGS International, Inc. is maintained in the Alcoa General Ledger. Alcoa will not terminate service without 30-day notice to SGS International, Inc..

4.	Total Fees: Accounts Payables Service: Procurement Services:	$15,900/mo. $9,000/mo.
5.	Project Manager:

SGS International, Inc.:

Name: Dave T. Atherton

Title: Director EHS, Procurement, and Engineering

Phone: 502-634-5228

Email: Dave.Atherton@alcoa.com

Alcoa:

Name: Bill McGrath

Title: Director, Solutions & Processes, Procurement Center of Excellence

Phone:412-553-4792

Email: bill.mcgrath@alcoa.com

Service Schedule 4

Information Technology (IT)

1. Schedule #: 4

2. Functional Area: Information Technology

Start Date: 1-1-2006

End Date: 6-30-2006

3. Summary of Services:

Alcoa will continue to provide the Purchased Business with the information technology services listed in the table below and attachments IT-01 to IT-03 attached hereto in order to transition to SGS International, Inc. in accordance with the Agreement. The information technology services listed below may be terminated by Purchaser upon two weeks’ advance written notice for internally-provided services, and upon four weeks’ advance written notice for externally-provided services.

Telecommunications
Services and equipment for voice and data	Provide telecommunication services and equipment for both voice and data. Includes WAN management and support, networking equipment, PBXs, audio-conference services, and Internet Access and Filtering. Voice and PBX is for US locations only.
WAN management and support	Provide general management and support of wide-area network

Exhibit A

Page 1

Network equipment	Permit use and provide maintenance of Network equipment Including, but not limited to equipment leased from Cisco Systems Capital, Comdisco, Inc., ePIus Group, Inc. and Merrimak Capital Leasing Co.
PBX (US only) and other Voice Services	Maintain and provide access to and use of telecom service over standalone phone system (which will include independent lines, a dedicated switch and a voice mail system).
Audio-conference Service	Continue to permit SGS International, Inc. to use Genesys audio-conferencing service
Web Conferencing Service	Continue to permit SGS International, Inc. to use WebEx web-conferencing service
Internet access and filtering	Provide internet access and filtering
VPN Services	Maintain and provide remote access to corporate network (include email and other service based applications) using Virtual Private Network connection.
Use of AT&T circuits (voice and data) and Long Distance	Use of AT&T Circuits (data and voice) and Long Distance for North America.
Computer services, use and technical support from NADC and TDC	Computer services, systems, use, and technical support for supported platforms from North American Data Center (NADC) and Tennessee Data Center (TDC) consistent with service and usage levels provided to internal users of these services
Base Infrastructure Services	Base infrastructure services include email, standard business productivity tools, file and print, NA help desk, computer operations, account administration, and problem management and resolution. Current service level agreements as specified in the NADC products and services catalog will be maintained. Buyer must maintain compliance with all Alcoa computing policies and standards.
E-mail	Host, maintain, and provide access to and use of email servers (hardware and software).
File / Print	Provide filing and printing

Exhibit A

Page 2

NADC Help Desk	Access to and services from NADC Help Desk
Telecommunications Contracts (c)	See Attachment IT-01 for detailed procedures for transition of vendor relationships
Assistance with Computer equipment lease assignments (c)	See Attachment IT-02 for detailed procedures for transition of vendor relationships
Assistance with Software License Transfers ( c )	See Attachment IT-03 for detailed procedures for transition of vendor relationships
Adobe
DataDirect Technologies (ODBC Oracle 7 Drivers)
Microsoft Licenses
Enterprise Agreement Licenses (OS
Upgrades, Office, Client Access licenses, etc.)
Select Agreement Licenses (Project, Visio, FrontPage, etc.)
NetManage (Chameleon / ViewNow)
Oracle Licenses
Symantec (Norton Anti-Virus)
Veritas (Backup Exec w/ Autoloader)
WinZip
Access to Application Software	Host and provide access to the following software applications: Oracle Software v 11.5.10 (EBS); all current software applications residing on the Alcoa AS/400 platform. SGS employees and external clients will have access to all current software applications required to access, use and maintain the Flexstor digital asset management system residing in the NADC.
Systems / Data Migration	Beginning in January 2006, provide information and assistance in connection with migration of data, including, without limitation, financial, HR, procurement, EHS and IS data, and software to new systems in a timely manner at no additional charge

Exhibit A

Page 3

(a) Technical Consulting services for upgrades and/or additional services may be provided on a time and materials basis but must maintain compliance with NADC and EDC standards and policies.

(b) Programming Services may be provided on a time and materials basis.

SGS International, Inc. desires to transfer existing agreements, licenses and / or equipment leases.

4. Performance Standards: Service delivery and performance will continue as per current Service Level Agreements in place between Alcoa GBS-IS and Southern Graphics Systems, Inc.

5. Total Fees:

Alcoa’s current Fees for the Services provided hereunder are outlined below.

Information Services
2.0	3rd Level Support for Discoverer Reporting	$900	$75
2.1	AlcoaDirect Production Services (Converson of Flexstor 3-6 months)	$34,659	$2,888
2.2	Base Infra-Non Qualified (Macintosh - Internet, E-Mail)	$335,040	$27,920
2.3	Base Infrastructure Charges (Windows PC - Internet, E-Mail)	$237,951	$19,829
2.4	EBS Base Charges - Unique User ID	$22,860	$1,905
2.5	EBS Base Plus Charge - One Bundle Access	$61,880	$5,157
2.6	EBS Expanded Base Charges - Two or More Bundles	$90	$7.50
2.7	EBS Good for All Chargebacks	$69,900	$5,225
2.9	EBS Premium Services	$60,500	$5,041
2.10	EBS Training	$2,938	$245
2.11	INTEGRATION SERVICES EBS SUPPORT CHARGES	$15,000	$1,250
2.12	INTEGRATION SERVICES LEGACY SUPPORT	$0	$0
2.13	Microsoft Licensing & Maintenance (not needed after licenses transferred to SGS)	5104,631	$8,719
2.14	NADC Chargebacks for Centrex, including Pagers	$120	$10
2.15	NADC Chargebacks for NA Network Services	$2,892	$241
2.16	NADC Chargebacks for Wireless Communications (3-6 months)	$0	$0
2.17	NADC EasyLink Fax Support	$3,152	$263

Exhibit A

Page 4

2.18	NADC EMSolution Web Sites		$1,104		$92
2.20	Oracle Licensing & Maintenance		$35,399		$2,950
2.21	PASSWORD RESETS PROCESSED THROUGH HELP DESK		$2,824		$35
2.24	SGS Acquisition		$240		$20
2.25	TENNESSEE DATA CENTER AS400 CHARGEBACKS (3-6 months)		$344,400		$28,700
2.26	TENNESSEE DATA CENTER MAINFRAME CHARGEBACKS		$0		$20
2.27	Unix Platform charges for Application Base (Flexstore digital asset management system)		$101,171		$8,431
2.28	VENDOR Appl Support		$1,200		$100
2.29	VPN SERVICE (3-6 months)		$0		$0
	Information Services Sub-TOTAL	$	1,438,850	$	119,904
9.01	AS/400 Hardware / Software Maintenance		$33,188		$2,766
	Information Services TOTAL	$	1,592,038	$	132,670

Charges for services will be at the monthly rate as above for the month in which such service is provided.

Note (a): Microsoft Licenses are to be transferred on Day 1 and SGS will pay costs directly to Microsoft. If the transfers have not occurred by Day 1, Microsoft Licensing and Maintenance will continue to be charged at an annual rate of $117.96 / PC.

Note (b): Alcoa will provide an electronic copy, in Word format, of SGS IS / IT ASAT and Compliance Testing documentation that currently resides in STARS. Alcoa will NOT transfer licensing of STARS, but SGS is free to work with Marsh to secure their own licensing arrangements.

6. AS/400 Services:

Alcoa will provide SGS with an IBM iSeries (AS/400) model 730 and associated back-up tape device. The system will be built to replicate the current SGS AS/400 environment running on Alcoa’s iSeries model 840, located in the NADC’s Tennessee Data Center. After the closing date, the AS/400 and associated back-up tape device will be shipped to the SGS Louisville facility.

Note (a): The iSeries environment will include all applicable hardware and software facilities, including IBM, other 3^rd party and Alcoa-written operating system software and utilities. All current SGS applications will be installed in the environment.

Note (b): Alcoa will deliver the hardware and software to SGS on an “as-is” basis with no warranties or guarantees. Alcoa will be available to provide technical support on an as-needed basis. Services will be charged at a rate of $80 / hour.

Note (c): Alcoa will work with SGS to plan and schedule the orderly deinstallation, packing, shipping from the TDC to Louisville, KY, unpacking and reinstallation of the AS/400 environment.

Exhibit A

Page 5

Note (d); Alcoa will provide on-site technical support at the SGS Louisville, KY facility during the reinstallation phase. Services will be charged at a rate of $80 / hour.

7. Project Manager:

Southern Graphics Systems, Inc.
Name:	Gary E. Bernier
Title:	Corporate Director of Technology & Innovation
Phone:	502-634-5265
Email:	gary.bernier@alcoa.com
	gebernie@sgintl.com
Alcoa:
Name:	Donald E. Feather
Title:	Manager, Tennessee Data Center
Phone:	865-977-2424
Email:	don.feather@alcoa.com

8. Software: If consent is granted by the Licensor, Alcoa will transfer the following software licenses in the amount as currently used by the SGS Business prior to Closing:

Software Application – See Attachment IT-04	Source Code Y/N
Oracle Software v 11.5.8 (EBS)	No
PeopleSoft Software	No
AlcoaDirect Software	No
EHS Software	No

Exhibit A

Page 6

Attachment IT-01

IT Telecommunications Data / Voice Process

Audio-conferencing (Genesys is the preferred provider.)	Transfer responsibility prior to the end of the applicable transition services period, or cancel service at such time.	Obtain list of users. Communicate action to provider.
Cell phones (Verizon Wireless is the preferred provider, AT&T Wireless, other local service providers.)	Cancel service. See Schedule 3 (Procurement)	Obtain list of telephone numbers. Individual contract expiration date and termination clause should be reviewed. Termination penalties may apply.
Circuits (AT&T data and voice)	Use during transition services period. At the end of such period, circuits to be disconnected.	Orders issued to service provider to disconnect. Thirty-day cancellation notification required. Jack Novak in Pittsburgh coordinates.
Long Distance (AT&T)	Use during transition services period. At the end of such period, service to be disconnected.	If an AT&T contract exists with the acquiring party, service may transition. If not, the acquiring party may negotiate a new contract. Service to be transitioned or phased out over time.

Attachment IT-02

IT Hardware Lease Assignments

Cisco Systems Capital Corp.	Use during transition services period, during which time lessor may agree to transfer assuming acquiring party has acceptable credit.	Obtain asset listing from Liz Kain. BU Legal representative works with lessor and acquiring party to transfer leases.
Comdisco, Inc.	Remaining assets should be bought out or returned at the time of divestiture. Use during transition services period, during which time lessor may agree to transfer assuming acquiring party has acceptable credit.	N/A
ePlus Group, Inc.	Use during transition services period, during which time lessor may agree to transfer assuming acquiring party has acceptable credit.	Obtain asset listing from Liz Kain. BU Legal representative works with lessor and acquiring party to transfer leases.
Merrimak Capital Leasing Co.	2/14/03, lessor agreed to reassign assuming acquiring party has acceptable credit.	Obtain asset listing from Liz Kain. BU Legal representative works with lessor and acquiring party to reassign leases.
Notes:
Most lessors will agree to a transfer or reassignment if they perceive a business opportunity with the new owner and their cost to transfer or reassign is small compared to the value of the equipment.
Reassignment of a lease (vs. transfer) to the acquiring party leaves Alcoa ultimately obligated to perform under the lease should the assignee not perform.

Attachment IT-03

IT Software Lease Transfer Requirements

				Adobe Transfer of Ownership form must be submitted to Adobe. Will need the number of licenses by Adobe product you need to transfer along with the name, address, city/state and contact information for the new company. This paperwork will also need to contain both a signature from Alcoa as well as a signature from the new entity. Paperwork will be submitted by the Enterprise Software Licensing Team in Pittsburgh to the vendor. Original license must have been purchased under Alcoa’s Adobe Agreement through our reseller, Softmart.
Adobe	Acrobat, Pagemaker, Illustrator, Photoshop, etc.	Yes	Based on version purchased
				DataDirect completes an assignment letter requiring 1) Full corporate name and address of the assigning company; 2) Full corporate name and address of the assignee company; 3) Software being transferred, number of licenses, serial numbers; and 4) Effective date of assignment.
DataDirect Technologies	ODBC Oracle 7 Driver	Yes	4.1
Hummingbird	Exceed	Yes	Based on version purchased	Hummingbird retains ownership of all software and “licenses” the End Customer the “right to use” — there is actually no inherent equity for an End User to resell, or to transfer as part of a larger sale. In addition, the transferring of Licenses is not allowed without *specific* permission provided by Hummingbird. We do make provisions for the transfer of Licenses (or “right to use”) from time to time, but this becomes a negotiated, per project scenario that typically involves Upgrading Licenses and adding Maintenance as part of the arrangement.
Hyperion	Hyperion

Solutions
Microsoft	Enterprise Agreement Workstations - MS Office/Office Pro, upgrades to the operating system, back office client access licenses for NT/Windows 2000, Exchange, SMS, SQL, Site and SNA server.	Yes	Based on version purchased	Microsoft will negotiate this on a case by case basis; however, they are looking for volume. They will not negotiate on small quantities. Our EA is scheduled to be renegotiated in September of 2003.
				Licenses can be transferred without written approval from Microsoft. We can supply a License Confirmation to the new entity for the exact number of licenses by product to be transferred. Original license must have been purchased under Alcoa’s Select agreement through our reseller, Softmart.
Microsoft	Select Agreement Products - Project, Visio, FrontPage, etc. as well as server products	Yes	Based on version purchased
N/A	FIRM II
NetManage	Chameleon/ViewNow	Yes	ViewNow 1.0.5.2 (not Windows 2000 compliant)	NetManage requires that a License Transfer Agreement form be submitted to them. They require the following: 1) Full corporate name and address of the assigning company; 2) Full corporate name and address of the assignee company; 3) NetManage software being transferred, part number, number of licensed copies and number of copies deployed; 4) Type of transfer; 5) Name of the agreement; 6) Effective Date of the agreement;
Oracle	Application Licenses	Yes	Based on version purchased	Must obtain written permission from Oracle in order to transfer the licenses.
Oracle	Database Licenses	Yes
Quest	TOAD	Yes		Quest requires a written request. An assignment letter will be processed.
Solutions Foundry	EMSolution 1.0	Yes

Symantec	Norton AntiVirus	Yes	Based on version purchased	Symantec License Transfer Request form must be submitted to Symantec. Will need the number of licenses to be transferred along with the name, address, city/state and contact information for the new company. The paperwork will need to contain both a signature from Alcoa as well as a signature from the new entity. Paperwork will be submitted by the Enterprise Software Licensing Team in Pittsburgh to the vendor. Original license must have been purchased under Alcoa’s Symantec Elite Agreement through our reseller, Softmart.
Veritas	Backup Exec w/Autoloader	Yes	9.0	Veritas requires that a License Transfer Request form be submitted to them. Veritas charges a fee of no less than 10% of the total value of the licenses today and has this approved by their VP to transfer the licenses. They require the following: 1) Explanation in detail as to why the licenses need to be transferred; 2) How software licenses obtained; 3) How licensed if obtained through Direct Sale with Veritas; 4) Original date of purchase; 5) Are the licenses currently under maintenance; 6) Name and address of reseller, if software purchased via reseller; 7) Veritas account rep’s name; 8) Where licenses will be located once transfer complete; 9) Full corporate name and address of assigning company; 10) Full corporate name and address of assignee company; 11) Name, Signature and Contact information of party submitting request; 12) Software License Detail (order no., product name, version no., location, serial no., and quantity. The License Transfer Request form (on Vnet) should be emailed to Licensetransfer@veritas.com.

WinZip WinZip Yes 8.1 Under most circumstances, WinZip does allow the transfer of licenses due to mergers, divestitures etc. It depends on the circumstances and the size of the transfer whether they require a three-signature transfer letter or a more simple e-mail transfer. Paperwork will be submitted by the Enterprise Software Licensing Team in Pittsburgh to the vendor.

Notes:

1. Minimum total license value of $2500 required in all cases.

2. The Enterprise Software Licensing Team in Pittsburgh will obtain approval from NADC prior to transferring any server licenses.

IT - 01 / Financial Systems

#	Product or Service provided	Description of modules / use	Provided by:	Action Required	Duration after dose	Named User/UserlD
FS1.0
FS1.1
FS1.2
FS1.3
FS1.4
FS1.5
	Oracle Software v 11 5.8	Accel Five,
FS2.0		- General Ledger	NADC	Analyze/synchronize/verify data between Oracle and standalone system	Minimum of 6 months	IT/accounting
FS2.2		- Requisition to Pay	NADC	Analyze/synchrunize/verify data between Oracle and standalone system	Minimum of 6 months	IT/accounting
FS2.4		- Accounts Payable	NADC	Analyze/synchronize/verify data between Oracle and standalone system	Minimum of 6 months	IT/accounting
FS2.5	Alcoa Direct	- View Check Issuance History	NADC	Download data/verify what new system needed	3 Months	Purchasing/Acct
	Invoice Imaging	- View Scanned Invoices	NADC	Download data/verify what new system needed	3 Months	Purchasing/Acct
	Alcoa Mall / Saqqara	- Supplier Catalogs / Blanket Orders	NADC	Download data/verify what new system needed	3 Months	Purchasing/Acct
	Discoverer / Oracle Reports	- Data From Oracle	NADC	Download data/verify what new system needed	3 Months	Purchasing/Acct
	AS400 Applications	ORDER ENTRY	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	All Users
FS3.0		PRODUCTION	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	All Users
FS3.1		PRODUCTION SCHEDULING	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 moths	All Users
FS3.2		BILL OF LADING	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	All Users
FS3.3		ACCOUNTS RECEIVABLE	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	IT/accounting
FS3.4		ACCOUNTS PAYABLE	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	IT/accounting
FS3.5		GENERAL LEDGER	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	IT/accounting
FS3.6		CUSTOMER	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	All Users
FS3.7		MENU	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	All Users
FS3.8		UTILITIES	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	All Users
FS3.9		INVOICING	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	IT/pricing
FS3.10		PERSONNEL	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	IT/HR
FS3.11		PURCHASING	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	IT/purchasing
FS3.12		TIME TRACKING	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	All Users
FS3.13		PAYROLL	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	All Users
FS3.14		GENERICS	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	IT/accounting
FS3.15		M&D	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	IT/accounting
FS3.16		DBU	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	IT
FS3.17		RPGTOOLBOX	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	IT
FS3.18		OS/400	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	IT
FS3.19		T. L Ashford	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	IT/select plants
FS3.20		Hawkeye	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	IT
FS3.21		TSLITOOLS?	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	IT
FS3.22		CLIENT ACCESS	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	All Users

IT - 01 / Financial Systems

#	Product or Service provided	Description of modules / use	Provided by:	Action Required	Duration after close	Named User/UserlD
FS3.23		Communication Utilities	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	IT
FS3.24		S/38 Utilities	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	IT
FS3.25		Performance Tools	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	IT
FS3.26		Query	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	IT
FS3.27		TCP/IP Utilities	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	IT
FS3.28		App. Dev. Tools	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	IT
FS3.29		Anti-Virus	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	IT
FS3.30		ROBOT	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	IT
FS3.31		ACE	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	IT
FS3.32		TAATOOLS	Knoxville Data Center	Migrate/test/verify on standalone system	Minimum of 6 months	IT
	Supplier Diversity	Classification of Vendors	NADC	Download data/verify what new system needed	3 Months	Purchasing
	Procurement Homepage	Procurement Metrics	NADC	Download data/verify what new system needed	4 Months	Purchasing
	Contract Builder	Templates	NADC	Download data/verify what new system needed	4 Months	Purchasing
	Capital e-Rfa System	Project Accounting / Spending Tracke	NADC	Download data/verity what new system needed	4 Months	Purchasing
FS3.5

IT - 02 / EH&S Systems

#	Product or Service provided	Description of modules / use	Provided by:	Action Required	Duration after close	Named User/UserlD
EHS1.0	Commercial MSDS	MSDSs for products manufactured or sold, describes hazards and protective measures, provided to customers with initial shipment and when hazard information changes, available on company internet and portal sites, available in multiple languages	NADC - Intranet	GGS EH&S and the new owners will have some influence in what will be required, other than those required by law
EHS2.0	Commercial labels	Labels for product packaging, identify contents, hazards, and protective measures, based on MSDS information	NADC - Intranet
EHS3.0	Vendor MSDS	MSDSs for products used in production and maintenance operations	NADC - Intranet
EHS4.0	Real Time Incident Management System	System for recording, analyzing, and reporting injury, illness, and injury free incident information and follow up actions; hours worked; contractor data; citations and inspections; available on company portal	NADC - Intranet
EHS5.0	Metric 5	System for recording and reporting quarterly activity on occupational health programs (IH, medical, ergonomics, noise, etc.), available on company portal	NADC - Intranet
EHS6.0	Environmental metrics	System for recording and reporting quarterly activity on environmental programs (air, waste, etc.), available on company portal	NADC - Intranet
EHS7.0	EHS Standards	Mandatory Alcoa Environmental. Health, and Safety standards, available on company portal	NADC - Intranet
EHS8.0	EHS Non-mandatory standards and guidelines	Non-mandatory Alcoa Environmental, Health, and Safety standards and guidance for compliance documents, available on company portal	NADC - Intranet
EHS9.0	Hygenius	Industrial hygiene database system for storing and analyzing exposure assessment sample data and other information	NADC - intranet
EHS10.0	EMSolution	Intranet template for environmental management system, available on company portal	NADC - Intranet
EHS11.0	Environmental Reporting System	System for recording, analyzing, and reporting environmental incident information and follow up actions, including non-compliance, spills, air emissions, etc., available on company portal	NADC - Intranet
EHS12.0	H&S Major Incident Log	System for recording and reporting details on Health and Safety Major Incidents, available on company portal	NADC -Intranet
EHS13.0	Environmental Major Incident Log	System for recording and reporting details on Environmental Major Incidents, available on company portal	NADC - Intranet
EHS14.0	FDA	System for recording product specifications, regulations, and other related information for FDA compliance, available on company portal	NADC - Intranet
EHS15.0	EHS ASATs	Self assessment protocols for auditing EHS programs, available on company portal	NADC - Intranet
EHS16.0	Import/Export	System for recording product specifications, regulations, and other related information for import/export compliance (need more info from Bill Nigro)	NADC - Intranet
EHS6.0
EHS6.0
EHS6.0
EHS6.0
EHS6.0
EHS6.0

IT - 03 / Extranet Systems

#	Product or Service provided	Description of modules /use	Provided by:	Action Required	Duration after close	Named User/UserlD
EXN1.0	Flexstor	Digital Asset Management solution	NADC	Migrate clients to new solution	?	ALL
EXN1.1
EXN1.2
EXN1.3
EXN1.4
EXN1.5
EXN2.0	External Web Site	External marketing communication	NADC	Migrate to new external site
EXN2.1
EXN2.2
EXN2.3
EXN2.4
EXN2.5
EXN2.6
EXN3.0	Alcoa E-Pay	Allows employees to view payroll information from any computer
EXN3.1
EXN3.2
EXN3.3
EXN3.4
EXN3.5
EXN3.6
EXN4.0	Alcoa Web Mail	Allows employees to access e-mail from WEB browser from any computer connected to internet	NADC	migrate to SGS Exchange
EXN4.1
EXN4.2
EXN4.3
EXN4.4
EXN4.5
EXN4.6

IT - 04 / HR Systems

HR1.0	People Soft		NADC	Analyze/synchronize/verify data between PeopleSoft and standalone system	Minimum of 6 months	All users
HR1.1
HR1.2
HR1.3
HR1.4
HR1.5
HR2.0
HR2.1
HR3.0	Benefits	http://resources.hewitt.com/alcoa/	NADC	SGS to provide a vendor to migrate to	0 Days	All Users
HR3.1		http //my.alcoa com/portal/communities/community.asp?UserID=261052&CommunityID=273 &CommPageID=-273
HR3.2
HR3.3
HR3.4
HR3.5
HR3.6
HR4.0	Remedy Web	Formal web based system for submitting HR/Payroll requests.	NADC	Could use Footprints or other HR-approved method	0 Days	All Users
HR5.0	Hourly Time Tracking	AS/400 based system for clock-in and job tracking	NADC	migrate to standalone system	6 Months	All Users
IT - 04 / HR Systems - Canada
HR6.0	E-time	Time and attendance software	SGS	SGS to provide internet communications	0 Days	All Canada
HR7.0	Payspecialist	Payroll Software	SGS	SGS to provide internet communication	0 days	All Canada
HR8.0	ADP	Pay check generation	SGS/ADP	SGS to provide Internet communication	0 days	All Canada

IT - 05 / Communications

COM1.0	E-Mail		NADC	Migrate to SGS Exchange	2 Months	IT/All users
COM2.0	Wireless Communications	Blackberry, wireless e-mail	NADC		2 Months	All Users
COM3.0	WAN	AT&T circuits	NADC	Moved into SGS name	0 days	All Users
COM4.0	Hardware leases	IBM, Cisco, Appliances	NADC	Moved into SGS name	3 Months	All locations
COM5.0	Long Distance	AT&T Long Distance	NADC	Negotiate New Rates for SGS	2 Months	All locations
COM6.0	Genesys Teleconferencing	Voice Conference Service	NADC	Negotiate New Rates for SGS	0 Days	All locations
COM7.0	Webex Desktop Conferencing	Web Presentation Service	NADC	Negotiate New Rates for SGS	0 Days	All locations
COM8.0	Equipment leases	Cisco/Network gear	NADC	Change owner of leases	3 Months	All locations

IT - 06 / IT Systems

IT1.0	Tipping Point	Tipping Point Unity One - 400 - IDS Management Server	NADC	Purchase SMS (Systems Management Server	0 Days	Raymece/Kieferj
IT2.0	Cisco ACS	Remote Access password handling	SGS	SGS to review current system and upgrade as necessary	0 Days	Raymece/Kieferj
IT3.0	Cisco Works	Cisco Monitoring/Management	SGS	SGS to review current system and upgrade as necessary	0 Days	Raymece/Kieferj
IT4.0	HP Openview	Network Monitoring	NADC	SGS to upgrade current system to provide realtime network monitoring	2 months	Raymece/Kieferj
IT5.0	Password Express	Software which allows users access to self-reset passwords	NADC	SGS to provide telephone numbers to all SGS users on who to call for password resets.	0 Days	All Users
IT6.0	Security Reports	Password status	NADC	SGS to install new system for reporting. Need information from NADC on what systems they use.	0 Days	All Users
IT6.1		Web Browsing
IT6.2
IT6.3
IT6.4
IT6.5
IT6.6
IT7.0	Web filtering	System to block non-business related web sites	NADC	SGS to install new web filtering and monitoring systems	0 days	All Users
IT8.0	E-mail filtering	System to filter/block spam mail	NADC	Evaluate and purchase new product	2 Months	All Users
IT9.0	Virus protection	Virus protection for desktops	NADC	migrate/install NAV for SGS	3 Months	All Users
IT9.1		Virus protection for servers	NADC	migrate/install NAV for SGS	3 Months	All Users
IT9.2		Virus protection for e-mail	NADC	migrate/install Virus protection system SGS	2 Months	All Users
IT10.0	Remote Patch Management	Install security patches on Microsoft based PC’s	NADC	Install system to manage/install patches. Need information from NADC on what systems/procedure they use.	0 Days	All Users
IT11.0	Remote program installation	System to install applications as needed	NADC	Install system to manage/install programs.	0 Days	All Users

Service Schedule 5

United States

Environmental, Health and Safety

1. Schedule #: 5

2. Functional Area: Environmental, Health and Safety

Start Date: 1-1-2006

End Date: 6-30-2006

3. Summary of Services:

Alcoa will continue to provide the Purchased Business with the environmental, health and safety services listed in the table below in order to transition the SGS Business to SGS International, Inc. in accordance with the Agreement. SGS International, Inc. may terminate the services listed below at any time by advance written notice to Alcoa.

Service Name	Description/Other Matters
EHS Reporting & Tracking	Provide assistance, information and cooperation in connection with reporting, permit transfer and compliance and tracking compliance with all other environmental, health and safety laws, regulations and policies, including services from A. E. Schoedel as requested not to exceed 25%.
Environmental Consulting with respect to MCG	Provide assistance of R.M. Morosky or such other person as Alcoa deems appropriate with respect to known MCG remediation matter at Hull location

4. Total Fees:

• With respect to Environmental Services provided by A. E. Schoedel, SGS International, Inc. will pay a fee equal to 25% of A. E. Schoedel’s salary, benefits and related overhead costs incurred in support of SGS plus reasonable travel and expenses.

• With respect to other Health and Safety services through GBS EHSS- North America the current rates in place for 2006, are as follows:

• $100/hour + T&E at cost

• $105/hour + T&E at cost for work requiring international travel

• Travel time to be charged a $50/hour

5. Project Manager:

Name: Dave T. Atherton

Title: Director of EHS, Procurement and Engineers

Phone: 502-634-5228

Email: dave.atherton@alcoa.com

Alcoa:

Name: R.M. Morosky

Title: Remediation

Phone:412-553-1859

Email: Ronald.Morosky@alcoa.com

Service Schedule 6

Payroll Transaction Processing

1. Schedule #: 6

2. Functional Area: Payroll

Start Date: January 1, 2006

End Date: March 31, 2006, unless Purchaser notifies Seller at least two weeks prior to the last day of the current payroll period that it intends to terminate these services.

3. Summary of Services:

Seller will provide the Purchased Business with payroll services in order to support the transition of the Purchased Business to Purchaser in accordance with the Agreement.

a. Payroll Processing:

Payroll processing will be performed in a manner consistent with past practices and utilizing generally accepted hr/payroll practices and procedures. Processing will be based upon information authorized by Purchaser which shall include such information as is required by Seller to provide payroll processing services, including the employee’s legal name, address, Social Security number, job code, employee status, Form W-4 and appropriate state and local withholding tax information, base rate of pay, special payments, pay schedule and cycle, specified deductions, and any other data necessary to accurately pay an employee. All changes to such data must be approved and/or entered into the Peoplesoft HRMS system by the appropriate Purchaser personnel utilizing Seller’s policies and procedures currently in place. It is Purchaser’s responsibility to ensure that appropriate approvals relating to tax withholdings, deductions, and employees’ right to work are obtained and properly maintained for individual employees.

Service Name	Description/Other Matters.
Payroll Processing	Additional Terms of Payroll Transition Services:
	Data/Information. Seller will provide Purchaser with the following information to aid Purchaser in transitioning acquired employees to systems maintained by Purchaser. •      Conversion Data Extract File and Dictionary •      Earnings Code List
	Time and Attendance. Purchaser is responsible for electronically transmitting properly authorized time input and related information per Seller’s current procedures. It is Purchaser’s responsibility to ensure that appropriate

Exhibit A

Page 1

systems, procedures, personnel, etc., are available and maintained to timely and accurately fulfill this requirement.

Deductions and Remittance. Specified deductions (TBD based upon final outcome of health and welfare transition services), and employee/employer taxes will be withheld per Purchaser approved authorization. Remittances, excluding employee/employer taxes will be made by Seller per current practices as authorized by Purchaser.

Tax Filing and Reporting. Seller will cause its third party vendor, ADP, to be responsible for the filing and reporting of all payroll taxes, returns, penalties, interest, and related information, which shall include but not be limited to Forms 940, 941, W-2; state, quarterly, and annual reconciliations; and returns as required by federal, state and local laws and regulations on behalf of Purchaser; provided, however, that subject to and without limiting the generality of the indemnification and limited liability provisions contained in this Agreement, Purchaser will indemnify Seller or its Affiliate against all damages, liability and costs resulting from the acts, errors and/or omissions of ADP related to this Agreement. Seller is responsible for penalties and interest for any return which was due prior to closing.

Seller is responsible for providing Purchaser, in Seller’s standard electronic format, sufficient information in order for Purchaser to comply with this section.

Payroll Check Delivery. Seller will make payroll payments for all employees after the Closing in the same manner as performed prior to the Closing (i.e. via both direct deposit and physical checks, as done prior to the Closing). Any physical checks produced will be mailed to a location designated by Purchaser for distribution by Purchaser to individual employees. Until Purchaser establishes its own payroll account, Purchaser will fund immediately to Seller the amount of the processed payroll for Purchaser, disbursed by Seller on behalf of Purchaser, to an account designated by Seller.

Supplemental Unemployment Benefits. Supplemental Unemployment Benefits will not be covered under this Agreement.

Checking Account. All checks written by Seller pursuant to payroll processing transactional services will be drawn on a checking account established and maintained by Seller (the “Checking Account”). Purchaser agrees to reimburse Seller by wire transfer to Seller’s designated account funds necessary to cover current pay period obligations two days prior to the established check or deposit payment date. Such reimbursements are to be

Exhibit A

Page 2

made on a pay period basis and will be requested by Seller from Purchaser by the completion and submission of the applicable forms. Subject to and without limiting the generality of the indemnification and limited liability provisions contained in this Agreement, Purchaser will indemnify Seller or its Affiliate against all damages, liabilities and costs resulting from (i) insufficient funds transferred by Purchaser to Seller’s designated account for any Services, (ii) nonpayment, underpayment, overpayment or untimely payment to any payee do to a failure by Purchaser to provide information, (iii) fraud involving Seller’s checking account or Purchaser bank account by Purchaser or one of its employees, (iv) any alteration or counterfeiting of a check by Purchaser or one of its employees or (v) any check issued by Seller or its Affiliate being cashed by a person other than the payee or for an amount other than the amount for which it was issued.

Payroll Reports. Seller will provide Purchaser with reports on a pay period basis. Seller will not create any additional reports that it does not already prepare Purchaser or any other internal customers.

Timing/Data. In addition to those items outlined above, within a reasonable time prior to implementation of payroll process under this Agreement, Purchaser will provide to Seller, the following information:

•      Legal name and complete mailing address of the company

•      Name to be printed on paychecks

•      Federal Employer Identification Number (FEIN)

•      State Income Tax Identification Number

•      Local Jurisdictions and Account Numbers

•      State unemployment insurance number and experience rate

•      Confirmation all earnings codes to be paid

4. Total Fees:

a. Payroll Processing:

• Monthly administration and processing Fee: $50/employee/month. These payroll processing fees are for all services set forth in Paragraph 3, “Summary of Services”. Buyer and Seller agree to split 50/50 any third party consultant costs relating to the transitioning of like-kind payroll services to Buyer’s vendor. Seller agrees to pay 100% of third party consultant costs not directly related to the transitioning of like-kind payroll services to Buyer’s vendor.

• Payroll Consulting Fee: $200.00 per hour. The payroll consulting fee is for any services provided by Seller to Purchaser that are not set forth in Paragraph 3, “Summary of Services”. Seller will only provide payroll consulting services after first obtaining the prior consent of Purchaser.

Exhibit A

Page 3

5. Project Manager:

Purchaser:

Name: Belinda Reis

Title: Accounting Supervisor

Phone: 502-634-5210

Email: Belinda.Reis@alcoa.com

Seller:

Payroll Processing:

Name: Jeff Seiffert

Title: Manager, HRMS Operations

Phone:412-553-2466

Email: Jeff.Seiffert@alcoa.com

Seller:

General Human Resources

Name: Donna Zigray

Title: HR Manager, M&A

Phone: 412-553-2439

Email: Donna.Zigray@alcoa.com

Exhibit A

Page 4

Global Business Services

Financial Accounting Services

Europe

Service Level Agreement for Translation Locations

Southern Graphic Systems UK

L2639

FAS Standard Service Level Agreement	Page 1	01-Jan-2006
All Processes

PURPOSE:

The Financial Accounting Services (FAS) and the location agree to work together to provide low cost, high quality financial services for the location. It is the intent of this Agreement to define:

• The specific responsibilities of the FAS to the location for services performed by the FAS

SERVICES:

The Services covered by this Agreement include:

• General Ledger

SERVICE	FAS RESPONSIBILITY	LOCATION RESPONSIBILITY
Staffing	•      Insure sufficiently skilled staff is available in the center.
FAS/Location Contacts	•      Appoint a single point of contact for each process for each location.	•      Appoint a single point of contact for each process.
Language	•      Official language is English. Support local language requirements as required.

FAS Standard Service Level Agreement	Page 2	01-Jan-2006
All Processes

SERVICE	FAS RESPONSIBILITY	LOCATION RESPONSIBILITY
Computer Systems	•      Maintain appropriate computer systems in a secure environment. Insure data integrity and recoverability.	•      Work with FAS to resolve audit issues.
Application Software	Maintain application software including: •      Maintain application security including passwords, user additions/deletions & changing responsibilities. •      Maintain system configuration to support location operating environment. •      Perform software upgrades and enhancements. Monitor technological improvements and customer requirements.
		•      Participate in training.
G/L Management	Maintain the General Ledger including: •      Maintain COA non-common segment values -department, sub-account, sub-element and other. •      Open and close ledger accounting periods. •      Maintain common accounting calendar. •      Prepare and communicate closing checklists. •      Maintain process for transmitting data to GDW. •      Maintain exchange rate tables.	•      Utilize European common segment values or supply BU specific segment values. •      Participate in the development of the closing checklist for the location.

FAS Standard Service Level Agreement	Page 3	01-Jan-2006
All Processes

G/L Processing	•      Prepare agreed journal entries. Process manual, recurring and reversing journal entries.	•      Map all local accounts used to Alcoa’s 32-digit code-block, and insure mapping is maintained.
	•      Perform all steps on closing checklist specific to the location.	•      Prepare agreed journal entries. Provide these to FAS using ADI/webadi tool in a timely manner.
	•      Perform monthly account balance translation from functional currency to U.S. dollars.	•      Assist FAS in gaining understanding of journal entries to pursue objective of all journal entry preparation being performed by FAS.
	•      Transmit closing data file to Pittsburgh.
	•      Perform all year-end processing.	•      Meet the closing schedule, and communicate to FAS if deviations occur.
		•      Develop location-specific closing checklist for local processes as necessary.
		•      Authorize FAS to release file to Pittsburgh.
		•      Perform ledger-to-ledger reconciliation

PROPERTY ACCOUNTING SERVICES

SERVICE	FAS RESPONSIBILITY	LOCATION RESPONSIBILITY
Fixed Assets	•      No services provided
Project Accounting

FAS Standard Service Level Agreement	Page 4	01-Jan-2006
All Processes

GBS Expert Services Agreement Template Rev. 1.5

GBS Expert Services Agreement

This Expert Services Agreement stands as a GBS/Customer agreement to describe project or expert services offered by GBS to its business customers.

Agreement Information
Agreement Number:
Start Date:	End Date:
GBS Process Area:	Region:
Revision Number:	Revision Date:
Revised By:	Expiration Date:	2006-06-30
Requested Service
Service Name:	Service Owner:
Service Description:

Customer Information
Customer Name:	Role:
ESA Scope:	BU / RU:

Accountabilities

Service Provider:

Customer:

Expected Performance Outcomes

Business Objective:

Metric(s):

Price	Pricing Type:
LBC/Dept:	Benchmark Price:
Unit Price:
Total Price:	Project Number:

Sign-off
Requesting Customer:	Date:
Customer Approver:	Date:
GBS Service Owner:	Date:
GBS Budget Owner:	Date:

Page 1 of 3

GBS Expert Services Agreement Template Rev. 1.5

Addendums

Linked or Attached

Documents:

Page 2 of 3

GBS Expert Services Agreement Template Rev. 1.5

Additional Information

Page 3 of 3

GBS Expert Services Agreement Template Rev. 1.5

GBS Expert Services Agreement

This Expert Services Agreement stands as a GBS/Customer agreement to describe project or expert services offered by GBS to its business customers.

Agreement Information
Agreement Number:
Start Date:	End Date:
GBS Process Area:	Region:
Revision Number:	Revision Date:
Revised By:	Expiration Date:	2006-06-30

Requested Service
Service Name:	Service Owner:
Service Description:

Customer Information
Service Name:	Role:
ESA Scope:	BU / RU:

Accountabilities

Service Provider:

Customer:

Page 1 of 3

GBS Expert Services Agreement Template Rev. 1.5

Expected Performance Outcomes

Business

Objective:

Metric(s):

Price
LBC/Dept:	Pricing Type:
Unit Price	Benchmark Price:
Total Price:	Project Number:

Sign-Off
Requesting Customer:	Date:
Customer Approver:	Date:
GBS Service Owner:	Date:
GBS Budget Owner:	Date:

Addendums

Linked or Attached:

Documents:

Page 2 of 3

GBS Expert Services Agreement Template Rev. 1.5

Additional Information

Page 3 of 3

GBS Service Level Agreement Template Rev. 1.5

GBS Service Level Agreement

This Service Level Agreement stands as a GBS/Customer agreement to describe on-going support or transactional services offered by GBS to its business customers.

Agreement Information
Agreement Number:
Start Date:	End Date:
GBS Process Area:	Region:
Revision Number:	Revision Date:
Revised By:

Service
Service Name:	Servicppe Owner:
Service Description:

Customer Information
Customer Name:	Role:
SLA Scope:	BU / RU:

Accountabilities

Service Provider:

Customer:

Expected Performance Outcomes

Business

Objective:

Metric(s):

Price
LBC/Dept:	Pricing Type:
Unit Price :	Benchmark Price:
Total Price:	Project Number:

Page 1 of 3

GBS Service Level Agreement Template Rev. 1.5

Sign-Off
Requesting Customer:	Date:
Customer Budget Approver:	Date:
GBS Service Owner:	Date:
GBS Budget Owner	Date:

Addendums

Linked or Attached
Documents

Page 2 of 3

GBS Service Level Agreement Template Rev. 1.5

Additional Information

Page 3 of 3

SERVICES AGREEMENT

This Services Agreement (the “Agreement”) is entered into by and between:

(i) ASESORIA MEXICANA EMPRESARIAL, S. de R.L. de C.V., represented herein by Eduardo Ramirez Flores in his capacity as legal representative (“AME”);

(ii) SOUTHERN GRAPHIC SYSTEMS MEXICO, S.A. DE C.V., represented herein by [_____confirm_________] in his capacity as legal representative (“SGSM”)

General Ledger and Financial Reporting

We AME propose to provide General Accounting and Financial Reporting Services to SGSM using the EBS general ledger, Mexican set of books, in Alcoa’s North American instance. However, we will not go beyond using functionality for journal entries and foreign currency translation using Oracle’s multi-currency functionality. Thus, we would simply receive a monthly Mexican peso trial balance, map it into the Alcoa EBS chart of accounts, post a monthly entry and translate into U.S. dollars.

Scope of services

Our proposal assumes that your local accounting firm will continue to record original transactions, perform account reconciliation, etc., and that our only involvement under this proposal is to receive your monthly trial balance, review it for reasonableness, perform the mapping to the Alcoa chart or accounts, enter the monthly information into the Oracle EBS instance and perform the translation into U.S. dollars.

Terms and Conditions.

This Agreement shall be in full force and effect until July 1st, 2006. After the Initial Term, either party may terminate this Agreement by giving the other party a written notice of termination, which termination shall be effective 30 (thirty) calendar days after the non-terminating party receives the corresponding notice.”

Compensation

As compensation for the performance of the Services, SGSM shall pay AME the fees set forth in Exhibit A (the “Service Charges”) each month, plus the corresponding value added tax (IVA) when applicable. The parties may from time to time modify the Services Charges by means of a written agreement.

The payment by SGSM shall be made monthly within ten (10) calendar days of AME’s invoice, to the account designated by AME.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on December 30, 2005.

ASESORÍA MEXICANA		SOUTHERN GRAPHIC SYSTEMS
EMPRESARIAL, S. DE R.L. DE C.V.		MEXICO, S.A. DE C.V.
By:	Mr. Eduardo Ramirez Flores	By:
Title:	Legal Representative	Title:	Legal Representative

APPENDIX A

General Accounting Service Level Agreement

Definition of Service: The general accounting process includes account maintenance, standard use of accounts, processing of sub-system journals, intercompany processing and standard closing process. The general accounting process does not include product costing or inventory accounting transactions.

Classification of Services (Based on EBS Optimized GA Process)

Note: A short Description of each sub-process is available in the Appendix. For detailed process descriptions and flows, refer to Oracle GA Tutor Documentation available on the Alcoa Intranet site at http://intranet.alcoa.com/ebs.

Customer Support	Chart of Accounts	Processing Transactions	Closing	Process Control
Internal Inquiries	Value Maintenance	Sub-system journals (Oracle and legacy)	IICS close at 7:00pm LCD	Application support
Application Security	Maintain mapping tables	Intercompany transactions	Ledger close at 6:00pm 1WD	Disaster recovery
Request and approve application access	Reverse mapping to EBS COA		Final transmission to GDW
			Successful processing by GDW

FSS Reporting (Metrics)	1st Quintile (Metrics) Profile		Rate per Hour		Estimated Hours	Total
% Recurring /Automated Journals	90% Automated	Senior Accountant	$	35.00 Per hour	6	$	210
Ledger closing time	8 hours	Manager	$	50.00 Per hour	1	$	50
		Total			7	$	260

EX-10.7

Exhibit 10.7

[Execution Copy]

$193,700,000.00

CREDIT AGREEMENT

dated as of December 30, 2005,

among

SGS INTERNATIONAL, INC.

and

SOUTHERN GRAPHIC SYSTEMS - CANADA, CO./

SYSTEMES GRAPHIQUES SOUTHERN – CANADA, CO.,

as Borrowers,

and

THE GUARANTORS PARTY HERETO,

as Guarantors,

THE LENDERS PARTY HERETO

and

UBS SECURITIES LLC and LEHMAN BROTHERS INC.,

as Joint Arrangers and Joint Bookmanagers,

and

UBS AG, STAMFORD BRANCH,

as Issuing Bank, US Administrative Agent, US Collateral Agent and

Canadian Collateral Agent

and

LEHMAN BROTHERS INC.,

as Syndication Agent

and

CIT LENDING SERVICES CORPORATION,

as Documentation Agent

and

NATIONAL CITY BANK,

as Canadian Administrative Agent

and

UBS LOAN FINANCE LLC,

as Swingline Lender

TABLE OF CONTENTS

	Page
ARTICLE I. DEFINITIONS	2
SECTION 1.01 Defined Terms	2
SECTION 1.02 Classification of Loans and Borrowings	41
SECTION 1.03 Terms Generally	41
SECTION 1.04 Accounting Terms; GAAP	42
SECTION 1.05 Resolution of Drafting Ambiguities	42
ARTICLE II. THE CREDITS	42
SECTION 2.01 Commitments	42
SECTION 2.02 Loans	43
SECTION 2.03 Borrowing Procedure	44
SECTION 2.04 Evidence of Debt; Repayment of Loans	49
SECTION 2.05 Fees	50
SECTION 2.06 Interest on Loans	51
SECTION 2.07 Termination and Reduction of Commitments	52
SECTION 2.08 Interest Elections	53
SECTION 2.09 Amortization of Term Borrowings and Acquisition Borrowings	54
SECTION 2.10 Optional and Mandatory Prepayments of Loans	55
SECTION 2.11 Alternate Rate of Interest	59
SECTION 2.12 Yield Protection	60
SECTION 2.13 Breakage Payments	61
SECTION 2.14 Payments Generally; Pro Rata Treatment; Sharing of Setoffs	61
SECTION 2.15 Taxes	63
SECTION 2.16 Mitigation Obligations; Replacement of Lenders	65
SECTION 2.17 Swingline Loans	66
SECTION 2.18 Letters of Credit	67
SECTION 2.19 Appointment of Administrative Borrower for Requesting Loans and Receipts of Loans and Statements	73
ARTICLE III. REPRESENTATIONS AND WARRANTIES	73
SECTION 3.01 Organization; Powers	73
SECTION 3.02 Authorization; Enforceability	74
SECTION 3.03 No Conflicts	74
SECTION 3.04 Financial Statements; Projections	74
SECTION 3.05 Properties	75
SECTION 3.06 Intellectual Property	76
SECTION 3.07 Equity Interests and Subsidiaries	76
SECTION 3.08 Litigation; Compliance with Laws	77
SECTION 3.09 Agreements	77
SECTION 3.10 Federal Reserve Regulations	77
SECTION 3.11 Investment Company Act; Public Utility Holding Company Act	78

i

SECTION 3.12 Use of Proceeds	78
SECTION 3.13 Taxes	78
SECTION 3.14 No Material Misstatements	78
SECTION 3.15 Labor Matters	78
SECTION 3.16 Solvency	79
SECTION 3.17 Employee Benefit Plans	79
SECTION 3.18 Environmental Matters	80
SECTION 3.19 Insurance	81
SECTION 3.20 Security Documents	82
SECTION 3.21 Acquisition Documents; Representations and Warranties in Acquisition Agreement	83
SECTION 3.22 Anti-Terrorism Law	83
SECTION 3.23 Subordination of Senior Subordinated Notes	83
SECTION 3.24 UK Financial Assistance	84
ARTICLE IV. CONDITIONS TO CREDIT EXTENSIONS	84
SECTION 4.01 Conditions to Initial Credit Extension	84
SECTION 4.02 Conditions to All Credit Extensions	89
SECTION 4.03 Conditions to Acquisition Borrowings	90
ARTICLE V. AFFIRMATIVE COVENANTS	90
SECTION 5.01 Financial Statements, Reports, etc.	90
SECTION 5.02 Litigation and Other Notices	93
SECTION 5.03 Existence; Businesses and Properties	93
SECTION 5.04 Insurance	94
SECTION 5.05 Obligations and Taxes	95
SECTION 5.06 Employee Benefits	95
SECTION 5.07 Maintaining Records; Access to Properties and Inspections; Annual Meetings	96
SECTION 5.08 Use of Proceeds	96
SECTION 5.09 Compliance with Environmental Laws; Environmental Reports	96
SECTION 5.10 [Intentionally Omitted]	97
SECTION 5.11 Additional Collateral; Additional Guarantors	97
SECTION 5.12 Security Interests; Further Assurances	98
SECTION 5.13 Information Regarding Collateral	99
SECTION 5.14 Post-Closing Collateral Matters	99
SECTION 5.15 Affirmative Covenants with Respect to Leases	99
ARTICLE VI. NEGATIVE COVENANTS	99
SECTION 6.01 Indebtedness	100
SECTION 6.02 Liens	101
SECTION 6.03 Sale and Leaseback Transactions	103
SECTION 6.04 Investment, Loan and Advances	104
SECTION 6.05 Mergers and Consolidations	105

ii

SECTION 6.06 Asset Sales	106
SECTION 6.07 Acquisitions	106
SECTION 6.08 Dividends	107
SECTION 6.09 Transactions with Affiliates	107
SECTION 6.10 Financial Covenants	108
SECTION 6.11 Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc.	111
SECTION 6.12 Limitation on Certain Restrictions on Subsidiaries	111
SECTION 6.13 Limitation on Issuance of Capital Stock	112
SECTION 6.14 Limitation on Creation of Subsidiaries	112
SECTION 6.15 Business	112
SECTION 6.16 Limitation on Accounting Changes	113
SECTION 6.17 Fiscal Year	113
SECTION 6.18 Lease Obligations	113
SECTION 6.19 No Further Negative Pledge	113
SECTION 6.20 Anti-Terrorism Law; Anti-Money Laundering	113
SECTION 6.21 Embargoed Person	114
SECTION 6.22 Holdings	114
ARTICLE VII. GUARANTEE	114
SECTION 7.01 The Guarantee	114
SECTION 7.02 Obligations Unconditional	115
SECTION 7.03 Reinstatement	116
SECTION 7.04 Subrogation; Subordination	116
SECTION 7.05 Remedies	116
SECTION 7.06 Instrument for the Payment of Money	116
SECTION 7.07 Continuing Guarantee	116
SECTION 7.08 General Limitation on Guarantee Obligations	116
SECTION 7.09 Release of Guarantors	117
SECTION 7.10 Foreign Guarantor Limitations	117
ARTICLE VIII. EVENTS OF DEFAULT	117
SECTION 8.01 Events of Default	117
SECTION 8.02 Rescission	120
SECTION 8.03 Application of Proceeds	120
ARTICLE IX. THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT	122
SECTION 9.01 Appointment and Authority	122
SECTION 9.02 Rights as a Lender	123
SECTION 9.03 Exculpatory Provisions	123
SECTION 9.04 Reliance by Agent	124
SECTION 9.05 Delegation of Duties	124
SECTION 9.06 Resignation of Agent	125
SECTION 9.07 Non-Reliance on Agent and Other Lenders	125

iii

SECTION 9.08 No Other Duties, etc.	125
SECTION 9.09 UK Security Documents	125
ARTICLE X. MISCELLANEOUS	126
SECTION 10.01 Notices	126
SECTION 10.02 Waivers; Amendment	128
SECTION 10.03 Expenses; Indemnity; Damage Waiver	131
SECTION 10.04 Successors and Assigns	133
SECTION 10.05 Survival of Agreement	135
SECTION 10.06 Counterparts; Integration; Effectiveness; Electronic Execution	135
SECTION 10 07 Severability	136
SECTION 10 08 Right of Setoff	136
SECTION 10.09 Governing Law; Jurisdiction; Consent to Service of Process	136
SECTION 10.10 Waiver of Jury Trial	137
SECTION 10.11 Headings	137
SECTION 10.12 Treatment of Certain Information; Confidentiality	137
SECTION 10.13 USA PATRIOT Act Notice	138
SECTION 10.14 Interest Rate Limitation	138
SECTION 10.15 Lender Addendum	138
SECTION 10.16 Obligations Absolute	138
SECTION 10.17 Dollar Equivalent Calculations	139
SECTION 10.18 Judgment Currency	139
SECTION 10.19 Special Provisions Relating to Canadian Dollars	140

iv

ANNEXES

Annex I Applicable Margin

SCHEDULES

Schedule 1.01(a)	Guarantors
Schedule 1.01(b)	Intercompany Loan Documents
Schedule 3.03	Governmental Approvals; Compliance with Laws
Schedule 3.05(a)	Properties
Schedule 3.06(c)	Violations or Proceedings
Schedule 3.09	Material Agreements
Schedule 3.19	Insurance
Schedule 4.01(f)	Local Counsel
Schedule 4.01(m)(vi)	Landlord Access Agreements
Schedule 5.14	Post-Closing Matters
Schedule 6.01(b)	Existing Indebtedness
Schedule 6.02(c)	Existing Liens
Schedule 6.04(b)	Existing Investments

EXHIBITS

Exhibit A	Form of Administrative Questionnaire
Exhibit B	Form of Assignment and Assumption
Exhibit C	Form of Borrowing Request
Exhibit D	Form of Compliance Certificate
Exhibit E	Form of Interest Election Request
Exhibit F	Form of Joinder Agreement
Exhibit G	Form of Landlord Access Agreement
Exhibit H	Form of LC Request
Exhibit I	Form of Lender Addendum
Exhibit J	Form of Mortgage
Exhibit K-1	Form of Term Note
Exhibit K-2	Form of Revolving Note
Exhibit K-3	Form of Swingline Note
Exhibit K-4	Form of Acquisition Note
Exhibit K-5	Form of Discount Note
Exhibit L-1	Form of Perfection Certificate
Exhibit L-2	Form of Perfection Certificate Supplement
Exhibit M	Form of Security Agreement
Exhibit N	Form of Opinion of Company Counsel
Exhibit O	Form of Solvency Certificate
Exhibit P	Form of Intercompany Note
Exhibit Q	Form of Non-Bank Certificate

v

CREDIT AGREEMENT

This CREDIT AGREEMENT (this “Agreement”) dated as of December 30, 2005, among SOUTHERN GRAPHIC SYSTEMS - CANADA, CO./SYSTEMES GRAPHIQUES SOUTHERN - CANADA, CO., an unlimited liability company organized under the laws of Nova Scotia (“Canadian Borrower”), SGS INTERNATIONAL, INC., a Delaware corporation (“US Borrower”, and together with Canadian Borrower, the “Borrowers” and each individually, a “Borrower”), the Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, UBS SECURITIES LLC and LEHMAN BROTHERS INC., as joint lead arrangers (in such capacity, “Arrangers”), LEHMAN BROTHERS INC., as syndication agent (in such capacity, “Syndication Agent”), CIT LENDING SERVICES CORPORATION, as documentation agent (in such capacity, “Documentation Agent”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing Bank”), as US administrative agent (in such capacity, “US Administrative Agent”), as US collateral agent (in such capacity, “US Collateral Agent”) and as Canadian collateral agent (in such capacity, “Canadian Collateral Agent” and, together with US Collateral Agent, the “Collateral Agents”), and NATIONAL CITY BANK, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent” and, together with US Administrative Agent, the “Administrative Agents”).

WITNESSETH:

WHEREAS, US Borrower has entered into an acquisition agreement, dated as of November 11, 2005 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof and thereof, the “Acquisition Agreement”), with certain subsidiaries of Alcoa, Inc. (collectively, the “Seller”), to acquire (the “Acquisition”) (i) all of the issued and outstanding shares of capital stock of each of Southern Graphic Systems, Inc., the Mexican Opco and the UK Opco and (ii) all of the assets and certain of the liabilities of Southern Graphic Systems-Canada, Ltd./Systemes Graphiques Southern-Canada, Ltee. (collectively, the “Acquired Business”).

WHEREAS, the Equity Financing shall be consummated simultaneously herewith.

WHEREAS, Borrowers have requested the Lenders to extend credit in the form of (a) Term Loans on the Closing Date, in an aggregate principal amount not in excess of $118,700,000, consisting of (i) a $88,700,000 term loan in dollars to US Borrower, (ii) the Dollar Equivalent of a $10,000,000 term loan denominated in pounds to US Borrower and (iii) the Dollar Equivalent of a $20,000,000 term loan denominated in Canadian dollars to Canadian Borrower, (b) Revolving Loans at any time and from time to time prior to the Revolving Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $35,000,000, of which (i) no more than $7,000,000 may be drawn on the Closing Date, (ii) no more than $20,000,000 may be used for Permitted Acquisitions and (iii) up to the Dollar Equivalent of $20,000,000 may be extended to Canadian Borrower in the form of Canadian Revolving Loans and (c) Acquisition Loans at any time and from time to time during the Acquisition Loan Availability Period, in an aggregate principal amount at any time outstanding not in excess of $40,000,000, none of which may be drawn on the Closing Date.

WHEREAS, Borrowers have requested the Swingline Lender to make Swingline Loans, at any time and from time to time prior to the Revolving Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $3,500,000.

WHEREAS, Borrowers have requested the Issuing Bank to issue letters of credit, in an aggregate face amount at any time outstanding not in excess of $12,000,000, to support payment obligations incurred in the ordinary course of business by US Borrower and its Subsidiaries.

WHEREAS, the proceeds of the Loans are to be used in accordance with Section 3.12.

NOW, THEREFORE, the Lenders are willing to extend such credit to Borrowers and the Issuing Bank is willing to issue letters of credit for the account of Borrowers on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

SECTION 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, is used when such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“ABR Acquisition Loan” shall mean any Acquisition Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

“ABR Borrowing” shall mean a Borrowing comprised of ABR Loans.

“ABR Loan” shall mean any ABR Term Loan, ABR Revolving Loan, Swingline Loan or ABR Acquisition Loan.

“ABR Revolving Loan” shall mean any Revolving Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

“ABR Term Loan” shall mean any Term Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

“Acceptance Fee” shall have the meaning assigned to such term in Section 2.06(d)

“Acquired Business” shall have the meaning assigned to such term in the first recital hereto.

“Acquisition” shall have the meaning assigned to such term in the first recital hereto.

“Acquisition Agreement” shall have the meaning assigned to such term in the first recital hereto.

“Acquisition Borrowing” shall mean a Borrowing comprised of Acquisition Loans.

“Acquisition Commitment” shall mean, with respect to each Lender, the commitment, if any, of such Lender to make Acquisition Loans hereunder up to the amount set forth on Schedule I to the Lender Addendum executed and delivered by such Lender or in the Assignment and Assumption pursuant to which such Lender assumed its Acquisition Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time

2

pursuant to assignments by or to such Lender pursuant to Section 10.04. The aggregate amount of the Lenders’ Acquisition Commitments on the Closing Date is $40,000,000.

“Acquisition Consideration” shall mean the purchase consideration for any Permitted Acquisition and all other payments by US Borrower or any of its Subsidiaries (excluding security deposits and like obligations) in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by US Borrower or any of its Subsidiaries.

“Acquisition Documents” shall mean the collective reference to the Acquisition Agreement and the other documents, agreements and instruments executed and delivered pursuant thereto or in connection therewith.

“Acquisition Exposure” shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Acquisition Loans of such Lender.

“Acquisition Lender” shall mean a Lender with an Acquisition Commitment.

“Acquisition Loan” shall mean a Loan made by the Lenders to US Borrower pursuant to Section 2.01(d). Each Acquisition Loan shall either be an ABR Acquisition Loan or a Eurodollar Acquisition Loan.

“Acquisition Loan Availability Period” shall mean the period from and including the Closing Date to but excluding the earlier of (i) the Business Day preceding the date which is two (2) years after the Closing Date and (ii) the date of termination of the Acquisition Commitments.

“Acquisition Loan Repayment Date” shall have the meaning assigned to such term in Section 2,09(b).

“Adjusted LIBOR Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, (a) an interest rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) determined by the applicable Administrative Agent to be equal to the LIBOR Rate for such Eurodollar Borrowing in effect for such Interest Period divided by (b) 1 minus the Statutory Reserves (if any) for such Eurodollar Borrowing for such Interest Period.

“Administrative Agent Fee” shall have the meaning assigned to such term in Section 2.05(b).

“Administrative Agents” shall have the meaning assigned to such term in the preamble hereto.

“Administrative Borrower” shall mean Southern Graphics Systems, Inc. and its successors and assigns in such capacity.

3

“Administrative Questionnaire” shall mean an Administrative Questionnaire in substantially the form of Exhibit A.

“Advisory Agreement” shall mean the advisory agreement dated as of the date hereof between US Borrower and CVC Management LLC, as amended from time to time.

“Affiliate” shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified; provided, however, that, for purposes of Section 6.09, the term “Affiliate” shall also include (i) any person that directly or indirectly owns more than 10% of any class of Equity Interests having ordinary power to vote in the election of the board of directors, managing members or general partners (as applicable) of the person specified or (ii) any person that is an executive officer or director of the person specified; provided that the definition of “Affiliate” shall exclude any portfolio company of an entity described in clause (1) of the definition of Equity Investors.

“Agents” shall mean the Administrative Agents and the Collateral Agents; and “Agent” shall mean any of them.

“Agreement” shall have the meaning assigned to such term in the preamble hereto.

“Alternate Base Rate” shall mean, for any day, a rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the greater of (a) the Base Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 0.50%. If US Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of US Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Base Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Base Rate or the Federal Funds Effective Rate, respectively.

“Anti-Terrorism Laws” shall have the meaning assigned to such term in Section 3.22(a).

“Applicable Fee” shall mean, for any day, with respect to (i) the Revolving Commitment, 0.50% per annum and (ii) the Acquisition Commitment, 1.50% per annum.

“Applicable Margin” shall mean, for any day, with respect to any Acquisition Loan, Revolving Loan, Swingline Loan or Term Loan, as the case may be, the applicable percentage set forth in Annex I under the appropriate caption.

“Applicable Percentage” shall mean, with respect to any Lender, the percentage of the total Loans and Commitments represented by such Lender’s Loans and Commitments.

“Approved Currency” shall mean each of dollars, Canadian dollars and pounds.

“Approved Fund” shall mean any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrangers” shall have the meaning assigned to such term in the preamble hereto.

4

“Asset Sale” shall mean (a) any conveyance, sale, lease, sublease, assignment, transfer or other disposition (including by way of merger or consolidation and including any Sale and Leaseback Transaction) of any property excluding sales of inventory and dispositions of cash and Cash Equivalents, in each case, in the ordinary course of business, by US Borrower or any of its Subsidiaries and (b) any issuance or sale of any Equity Interests of any Subsidiary of US Borrower, in the case of both clauses (a) and (b), to any person other than (i) US Borrower, (ii) any Subsidiary of US Borrower that is a Guarantor or (iii) other than for purposes of Section 6.06, any other Subsidiary.

“Assignment and Assumption” shall mean an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.04(b)), and accepted by the applicable Administrative Agent, in substantially the form of Exhibit B, or any other form approved by the applicable Administrative Agent.

“Assignment of Representations” shall mean that certain agreement Assignment of Representations, Warranties, Covenants and Indemnities, dated as of the Closing Date, by certain of the Loan Parties in favor of Collateral Agents, as the same may from time to time be modified, amended, extended or reaffirmed in accordance with the terms thereof.

“Attributable Indebtedness” shall mean, when used with respect to any Sale and Leaseback Transaction, as at the time of determination, the present value (calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP) of the total obligations of the lessee for rental payments during the remaining term of the lease included in any such Sale and Leaseback Transaction; provided, however, that if such Sale and Leaseback Transaction results in a Capital Lease Obligation, the amount of Attributable Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligations.”

“BA Equivalent Loan” shall mean a Canadian Loan made by a Non-BA Lender.

“Bailee Letter” shall have the meaning assigned thereto in the Security Agreement.

“Bankers’ Acceptance” and “B/A” shall each mean a bill of exchange, including a depository bill issued in accordance with the Depository Bills and Notes Act (Canada), denominated in Canadian dollars, drawn by Canadian Borrower and accepted by the Lender and shall include a Discount Note and a BA Equivalent Loan made in lieu of receiving a Discount Note.

“Base Rate” shall mean, for any day, a rate per annum that is equal to the corporate base rate of interest established by US Administrative Agent from time to time; each change in the Base Rate shall be effective on the date such change is effective. The corporate base rate is not necessarily the lowest rate charged by US Administrative Agent to its customers.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States.

“Board of Directors” shall mean, with respect to any person, (i) in the case of any corporation (including, for the avoidance of doubt, any company incorporated under the laws of England and Wales, Canada (or any province thereof) or Mexico), the board of directors of such person, (ii) in the case of any limited liability company, the board of managers of such person, (iii) in the case of any partnership, the Board of Directors of the general partner of such person and (iv) in any other case, the functional equivalent of the foregoing.

“Borrowers” shall have the meaning assigned to such term in the preamble hereto.

5

“Borrowing” shall mean (a) Loans of the same Class and Type, made, converted or continued on the same date and, in the case of Eurodollar Loans or Bankers’ Acceptances, as to which a single Interest Period is in effect, or (b) a Swingline Loan.

“Borrowing Request” shall mean a request by a Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C, or such other form as shall be approved by the applicable Administrative Agent.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks in New York City are authorized or required by law to close; provided, however, that when used in connection with (a) a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market, and (c) a Canadian Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in Canadian dollar deposits in the interbank market in Toronto, Canada.

“Canadian Administrative Agent” shall have the meaning assigned to such term in the preamble hereto and includes each other person appointed as the successor pursuant to Article IX and Section 10.04(a).

“Canadian Affiliate” shall mean an Affiliate resident in Canada for purposes of the ITA.

“Canadian Benefit Plans” means all material employee benefit plans maintained or contributed to by Canadian Borrower or any of its Subsidiaries that are not Canadian Pension Plans, including, without limitation, all profit sharing, savings, post-retirement, supplemental retirement, retiring allowance, severance, pension, deferred compensation, welfare, bonus, incentive compensation, phantom stock, legal services, supplementary unemployment benefit plans or arrangements and all life, health, dental and disability plans and arrangements, and in which the employees or former employees of Canadian Borrower or its Subsidiaries employed in Canada participate or are eligible to participate.

“Canadian Borrower” shall have the meaning assigned to such term in the preamble hereto.

“Canadian Collateral Agent” shall have the meaning assigned to such term in the preamble hereto.

“Canadian dollars” or “Can$” shall mean the lawful money of Canada.

“Canadian Exposure” shall mean, with respect to any Lender at any time, the Dollar Equivalent of the aggregate principal amount at such time of all outstanding Canadian Revolving Loans of such Lender.

“Canadian Lenders” shall mean Canadian Term Lenders and Canadian Revolving Lenders.

“Canadian Loans” shall mean Canadian Term Loans and Canadian Revolving Loans.

“Canadian Obligations” shall mean (a) obligations of Canadian Borrower and the other Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Canadian Loans, when and as due, whether at maturity, by

6

acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of Canadian Borrower and the other Loan Parties under this Agreement and the other Loan Documents with respect to obligations of Canadian Borrower and the guarantors thereof, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of Canadian Borrower and the other Loan Parties under or pursuant to this Agreement and the other Loan Documents with respect to the obligations of Canadian Borrower. Notwithstanding anything herein to the contrary, the term “Canadian Obligations” shall only refer to obligations of Canadian Borrower and Guarantors of Canadian Borrower hereunder and under the other Loan Documents and shall not refer to obligations of US Borrower and its Domestic Subsidiaries.

“Canadian Pension Plans” means all “registered pension plans”, as defined in the ITA, established, maintained or contributed to by Canadian Borrower or any of its Subsidiaries for its employees or former employees employed in Canada.

“Canadian Prime Rate” shall mean on any day the greater of:

(a) for any day, a rate per annum that is equal to the corporate base rate of interest established by Canadian Administrative Agent from time to time (it is understood and agreed that such corporate base rate is not necessarily the lowest rate charged by Canadian Administrative Agent to its customers); and

(b) the CDOR Rate in effect from time to time plus 150 basis points per annum.

Any change in the Canadian Prime Rate shall be effective as of the opening of business on the date the change become effective generally.

“Canadian Prime Rate Borrowing” shall mean a Borrowing comprised of Canadian Prime Rate Loans.

“Canadian Prime Rate Loans” shall mean any Canadian Loan bearing interest at a rate determined by reference to the Canadian Prime Rate in accordance with the provisions of Article II.

“Canadian Revolving Commitment” shall mean, with respect to each Revolving Lender, the commitment of such Revolving Lender to make Canadian Revolving Loans hereunder up to its Pro Rata Percentage of the Canadian Revolving Commitment. The Canadian Revolving Commitment of each Revolving Lender is a sub-commitment of its Revolving Commitment and, as such, may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Revolving Lender pursuant to Section 10.04. The aggregate amount of the Lenders’ Canadian Revolving Commitments on the Closing Date is zero, notwithstanding any provision on any Lender Addendum, but such amount shall be the Dollar Equivalent of $20,000,000 commencing on January 15, 2006.

“Canadian Revolving Exposure” shall mean, with respect to any Canadian Revolving Lender at any time, the Dollar Equivalent of the aggregate principal amount at such time of all outstanding Canadian Revolving Loans of such Lender.

“Canadian Revolving Lenders” shall mean the affiliated branch, bank or lending institution which is identified on Schedule I to the Lender Addendum or in the Assignment and

7

Assumption pursuant to which such affiliated branch, bank or lending institution became a party hereto, as applicable, as being the person that will make the Canadian Revolving Loans to Canadian Borrower.

“Canadian Revolving Loan” shall mean a Revolving Loan borrowed by Canadian Borrower denominated in dollars or Canadian dollars and bearing interest on the basis of the Eurodollar Rate (if in dollars), or the Canadian Prime Rate or a Bankers’ Acceptance (and any advances with respect thereto) denominated in Canadian dollars.

“Canadian Secured Parties” shall mean Canadian Administrative Agent, Canadian Collateral Agent, each Lender that holds Canadian Loans or has Canadian Revolving Commitments (in its capacity as such).

“Canadian Security Agreements” shall mean that certain Security Agreement dated as of the Closing Date in favor of Canadian Collateral Agent for the benefit of the Canadian Secured Parties by Canadian Borrower, which is governed by Canadian law, as well as any Deed of Hypothec, the Bond and the Pledge that may hereafter be executed referred to in Section 9.01, and each other security document or pledge agreement delivered in accordance with applicable Canadian law to create a valid, perfected security interest in any property as Collateral for all or part of the Canadian Obligations, as the same may from time to time be modified, amended, extended or reaffirmed in accordance with the terms thereof.

“Canadian Term Commitments” shall mean, with respect to each Canadian Term Lender, the commitment, if any, of such Lender to make the Canadian Term Loans hereunder on the Closing Date in the amount set forth on Schedule I to the Lender Addendum executed and delivered by such Lender. The aggregate amount of the Lenders’ Canadian Term Commitments on the Closing Date is the Dollar Equivalent of $20,000,000.

“Canadian Term Lenders” shall mean a Lender with a Canadian Term Commitment or an outstanding Canadian Term Loan.

“Canadian Term Loans” shall mean the term loans made by Canadian Term Lenders to Canadian Borrower pursuant to Section 2.01(a) and denominated in dollars or Canadian dollars and bearing interest on the basis of either the Eurodollar Rate (if in dollars), the Canadian Prime Rate or a Bankers’ Acceptance (and any advances with respect thereto) denominated in Canadian dollars.

“Capital Expenditures” shall mean, for any period, without duplication, the increase during that period in the gross property, plant or equipment account in the consolidated balance sheet of US Borrower and its Subsidiaries, determined in accordance with GAAP (excluding any increase resulting from any translation adjustment or revaluation of such property, plant or equipment), whether such increase is due to purchase of properties for cash or financed by the incurrence of Indebtedness; provided, that Capital Expenditures for such period shall not include Permitted Acquisitions and shall not include amounts invested in connection with the reinvestment of the proceeds from the condemnation of the Eastgate facility located in Richmond, Virginia.

“Capital Lease Obligations” of any person shall mean the obligations of such person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

8

“Cash Equivalents” shall mean, as to any person, (a) securities issued, or directly, unconditionally and fully guaranteed or insured, by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one year from the date of acquisition by such person; (b) time deposits and certificates of deposit of any Lender or any commercial bank having, or which is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia having, capital and surplus aggregating in excess of $500,000,000 and a rating of “A” (or such other similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) with maturities of not more than one year from the date of acquisition by such person; (c) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) above entered into with any bank meeting the qualifications specified in clause (b) above; (d) commercial paper issued by any person incorporated in the United States rated at least A-1 or the equivalent thereof by Standard & Poor’s Rating Service or at least P-1 or the equivalent thereof by Moody’s Investors Service Inc., and in each case maturing not more than one year after the date of acquisition by such person; (e) investments in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (a) through (d) above; and (f) demand deposit accounts maintained in the ordinary course of business.

“Casualty Event” shall mean any involuntary loss of title, any involuntary loss of, damage to or any destruction of, or any condemnation or other taking (including by any Governmental Authority) of, any property of US Borrower or any of its Subsidiaries. “Casualty Event” shall include but not be limited to any taking of all or any part of any Real Property of any person or any part thereof, in or by condemnation or other eminent domain proceedings pursuant to any Requirement of Law, or by reason of the temporary requisition of the use or occupancy of all or any part of any Real Property of any person or any part thereof by any Governmental Authority, civil or military, or any settlement in lieu thereof.

“CDOR Rate” shall mean, on any day, the annual rate of interest which is the arithmetic average of the “BA 1 month” rates applicable to Canadian Dollar Bankers’ Acceptances issued by Schedule I Lenders identified as such on the Reuters Screen CDOR Page at approximately 10:00 a.m. (Toronto time) on such day (as adjusted by Canadian Administrative Agent after 10:00 a.m. (Toronto time) to reflect any error in any posted rate or in the posted average annual rate), plus 5 basis points. If the rate does not appear on the Reuters Screen CDOR Page as contemplated above, then the CDOR Rate on any day shall be calculated as the arithmetic average of the discount rates applicable to one-month Canadian Dollar Bankers’ Acceptances of, and as quoted by, any two of the Schedule I Lenders, chosen by Canadian Administrative Agent, as of 10:00 a.m. (Toronto time) on such day, or if such day is not a Business Day, then on the immediately preceding Business Day. If less than two Schedule I Lenders quote the aforementioned rate, the CDOR Rate shall be the rate quoted by Canadian Administrative Agent.

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq. and all implementing regulations.

A “Change in Control” shall be deemed to have occurred if:

(a) prior to an IPO, the Equity Investors at any time shall fail to own, or to have the power to vote or direct the voting of, at least 50.1% of the Voting Stock of Holdings;

(b) Holdings at any time ceases to own 100% of the Equity Interests of US Borrower;

9

(c) at any time a change of control or similar event occurs under the Senior Subordinated Notes;

(d) upon and following an IPO, (i) the Equity Investors (collectively) shall fail to own, or to have the power to vote or direct the voting of, Voting Stock of Holdings representing more than 35% of the voting power of the total outstanding Voting Stock of Holdings, and (ii) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Equity Investors, is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause such person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of Voting Stock of Holdings representing more than the voting power of the total outstanding Voting Stock of Holdings held by the Equity Investors; or

(e) upon and following an IPO, during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of Holdings (together with any new directors whose election to such Board of Directors or whose nomination for election was approved by a vote of a majority of the members of the Board of Directors of Holdings, which members comprising such majority are then still in office and were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of Holdings.

For purposes of this definition, a person shall not be deemed to have beneficial ownership of Equity Interests subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement.

“Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking into effect of any law, treaty, order, policy, rule or regulation, (b) any change in any law, treaty, order, policy, rule or regulation or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

“Charges” shall have the meaning assigned to such term in Section 10.14.

“Class,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Acquisition Loans, Revolving Loans, Term Loans or Swingline Loans and, when used in reference to any Commitment, refers to whether such Commitment is an Acquisition Commitment, Revolving Commitment, Canadian Revolving Commitment, Term Loan Commitment, US Term Commitment, Canadian Term Commitment, UK Term Commitment or Swingline Commitment, in each case, under this Agreement, of which such Loan, Borrowing or Commitment shall be a part.

“Closing Date” shall mean the date of the initial Credit Extension hereunder.

“Code” shall mean the Internal Revenue Code of 1986.

“Collateral” shall mean, collectively, all of the Security Agreement Collateral, the Mortgaged Property and all other property of whatever kind and nature subject or purported to be subject from time to time to a Lien under any Security Document.

10

“Collateral Agent” shall mean US Collateral Agent or Canadian Collateral Agent, as the context so requires, and “Collateral Agents” shall have the meaning assigned to such term in the preamble hereto; provided that, for the avoidance of doubt, the term “Collateral Agent” shall include each of US Collateral Agent and Canadian Collateral Agent acting in its capacity as trustee for and on behalf of the Secured Parties under, and in accordance with the terms of, the UK Security Documents.

“Commercial Letter of Credit” shall mean any letter of credit or similar instrument issued for the purpose of providing credit support in connection with the purchase of materials, goods or services by US Borrower or any of its Subsidiaries in the ordinary course of their businesses.

“Commitment” shall mean, with respect to any Lender, such Lender’s Acquisition Commitment, Canadian Revolving Commitment, Canadian Term Commitment, UK Term Commitment, Revolving Commitment, Swingline Commitment or US Term Commitment.

“Commitment Fee” shall have the meaning assigned to such term in Section 2.05(a).

“Companies” shall mean US Borrower and its Subsidiaries; and “Company” shall mean any one of them.

“Compliance Certificate” shall mean a certificate of a Financial Officer substantially in the form of Exhibit D.

“Confidential Information Memorandum” shall mean that certain confidential information memorandum dated as of November, 2005.

“Consolidated Amortization Expense” shall mean, for any period, the amortization expense of US Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.

“Consolidated Cash Interest Expense” shall mean, for any period, Consolidated Interest Expense for such period, less the sum of (a) interest on any debt paid by the increase in the principal amount of such debt including by issuance of additional debt of such kind, (b) items described in clause (c) or, other than to the extent paid in cash, clause (g) of the definition of “Consolidated Interest Expense” and (c) gross interest income of US Borrower and its Subsidiaries for such period.

“Consolidated Current Assets” shall mean, as at any date of determination, the total assets of US Borrower and its Subsidiaries which may properly be classified as current assets on a consolidated balance sheet of US Borrower and its Subsidiaries in accordance with GAAP, excluding cash and Cash Equivalents.

“Consolidated Current Liabilities” shall mean, as at any date of determination, the total liabilities of US Borrower and its Subsidiaries which may properly be classified as current liabilities (other than the current portion of any long term Indebtedness and Loans) on a consolidated balance sheet of US Borrower and its Subsidiaries in accordance with GAAP.

“Consolidated Depreciation Expense” shall mean, for any period, the depreciation expense of US Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period, adjusted by (x) adding thereto, in each case only to the extent (and in the same proportion)

11

deducted in determining such Consolidated Net Income and without duplication (and with respect to the portion of Consolidated Net Income attributable to any Subsidiary of US Borrower only if a corresponding amount would be permitted at the date of determination to be distributed to US Borrower by such Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its Organizational Documents and all agreements, instruments and Requirements of Law applicable to such Subsidiary or its equityholders):

(a) Consolidated Interest Expense for such period,

(b) Consolidated Amortization Expense for such period,

(c) Consolidated Depreciation Expense for such period,

(d) Consolidated Tax Expense for such period,

(e) costs and expenses directly incurred in connection with the Transactions (not to exceed $20,000,000 and so long as such costs and expenses are incurred on or prior to the sixth month anniversary of the Closing Date),

(f) fees permitted to be paid pursuant to Section 6.09(e),

(g) costs and expenses incurred in connection with the relocation of the Eastgate facility located in Richmond, Virginia in an aggregate amount not to exceed $2,000,000 in the aggregate during the term of this Agreement,

(h) customary and reasonable transaction expenses in connection with Permitted Acquisitions, merger and integration costs and plant relocation and/or consolidation costs relating to any acquired business in an amount not to exceed $2,500,000 for such period,

(i) the aggregate amount of all other non-cash charges reducing Consolidated Net Income (excluding any non-cash charge that results in an accrual of a reserve for cash charges in any future period) for such period,

(j) restructuring charges in an amount not to exceed $2,500,000 for such period, and

(k) cost and expenses incurred in connection with the separation of the Acquired Business from Alcoa UK Holdings Limited in an amount not to exceed $2,000,000 for such period;

(y) subtracting therefrom the aggregate amount of all non-cash items increasing Consolidated Net Income (other than the accrual of revenue or recording of receivables in the ordinary course of business) for such period.

Other than for purposes of calculating Excess Cash Flow, Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to the Acquisition, any Permitted Acquisition and Asset Sales (other than any dispositions in the ordinary course of business) consummated at any time on or after the first day of the Test Period thereof as if the Acquisition and each such Permitted Acquisition had been effected on the first day of such period and as if each such Asset Sale had been consummated on the day prior to the first day of such period; provided, that the maximum amount of pro forma cost savings attributable to Permitted Acquisitions shall not exceed $4,000,000 in any twelve-month period. Notwithstanding the foregoing, the parties hereto agree that Consolidated EBITDA for US Borrower and

12

its Subsidiaries for the fiscal quarter ending (i) June 30, 2005 is $15,200,000 and (ii) September 30, 2005 is $17,100,000.

“Consolidated Indebtedness” means, at any date, the aggregate principal amount of all Funded Debt of US Borrower and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Coverage Ratio” shall mean, for any Test Period, the ratio of (x) Consolidated EBITDA for such Test Period to (y) Consolidated Cash Interest Expense for such Test Period.

“Consolidated Interest Expense” shall mean, for any period, the total consolidated interest expense of US Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP plus, without duplication:

(a) imputed interest on Capital Lease Obligations and Attributable Indebtedness of US Borrower and its Subsidiaries for such period;

(b) commissions, discounts and other fees and charges owed by US Borrower or any of its Subsidiaries with respect to letters of credit securing financial obligations, bankers’ acceptance financing and receivables financings for such period;

(c) amortization of debt issuance costs, debt discount or premium and other financing fees and expenses incurred by US Borrower or any of its Subsidiaries for such period;

(d) cash contributions to any employee stock ownership plan or similar trust made by US Borrower or any of its Subsidiaries to the extent such contributions are used by such plan or trust to pay interest or fees to any person (other than US Borrower or a Wholly Owned Subsidiary) in connection with Indebtedness incurred by such plan or trust for such period;

(e) all interest paid or payable with respect to discontinued operations of US Borrower or any of its Subsidiaries for such period;

(f) the interest portion of any deferred payment obligations of US Borrower or any of its Subsidiaries for such period;

(g) all interest on any Indebtedness of US Borrower or any of its Subsidiaries of the type described in clause (f) or (k) of the definition of “Indebtedness” for such period;

provided that (a) to the extent directly related to the Transactions, debt issuance costs, debt discount or premium and other commitment and financing fees and expenses shall be excluded from the calculation of Consolidated Interest Expense, (b) interest paid or payable on all Indebtedness owing in respect of all intercompany loans between any of US Borrower and any of its Subsidiaries shall be excluded from the calculation of Consolidated Interest Expense and (c) Consolidated Interest Expense shall be calculated after giving effect to Hedging Agreements (including associated costs), but excluding unrealized gains and losses with respect to Hedging Agreements.

Consolidated Interest Expense shall be calculated on a Pro Forma Basis to give effect to any Indebtedness incurred, assumed or permanently repaid or extinguished during the relevant Test Period in connection with the Acquisition, any Permitted Acquisitions and Asset Sales (other than any

13

dispositions in the ordinary course of business) as if such incurrence, assumption, repayment or extinguishing had been effected on the first day of such period.

“Consolidated Net Income” shall mean, for any period, the consolidated net income (or loss) of US Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein), without duplication:

(a) the net income (or loss) of any person (other than a Subsidiary of US Borrower) in which any person other than US Borrower and its Subsidiaries has an ownership interest, except to the extent that cash in an amount equal to any such income has actually been received by US Borrower or (subject to clause (b) below) any of its Subsidiaries during such period;

(b) the net income of any Subsidiary (other than Mozaic) of US Borrower during such period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of that income is not permitted by operation of the terms of its Organizational Documents or any agreement, instrument or Requirement of Law applicable to that Subsidiary during such period;

(c) any gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss), realized during such period by US Borrower or any of its Subsidiaries upon any Asset Sale (other than any dispositions in the ordinary course of business) by US Borrower or any of its Subsidiaries;

(d) gains and losses due solely to fluctuations in currency values and the related tax effects determined in accordance with GAAP for such period;

(e) earnings (or losses) resulting from any reappraisal, revaluation or write-up (or write-down) of assets;

(f) unrealized gains and losses with respect to Hedging Obligations for such period; and

(g) any extraordinary, unusual or non-recurring gain (or extraordinary, unusual or non-recurring loss), whether cash or non-cash, together with any related provision for taxes on any such gain (or the tax effect of any such loss), recorded or recognized by US Borrower or any of its Subsidiaries during such period.

“Consolidated Tax Expense” shall mean, for any period, the tax expense of US Borrower and its Subsidiaries, for such period, determined on a consolidated basis in accordance with GAAP.

“Contested Collateral Lien Conditions” shall mean, with respect to any Permitted Lien of the type described in clauses (a), (b), (e) and (f) of Section 6.02, the following conditions:

(a) Borrowers shall cause any proceeding instituted contesting such Lien to stay the sale or forfeiture of any portion of the Collateral on account of such Lien; and

(b) such Lien shall in all respects be subject and subordinate in priority to the Lien and security interest created and evidenced by the Security Documents, except if and to the extent that such Lien is secured by cash or Cash Equivalents or the Requirement of Law creating, permitting or

14

authorizing such Lien provides that such Lien is or must be superior to the Lien and security interest created and evidenced by the Security Documents.

“Contingent Obligation” shall mean, as to any person, any obligation, agreement, understanding or arrangement of such person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation; (d) with respect to bankers’ acceptances, letters of credit and similar credit arrangements, until a reimbursement obligation arises (which reimbursement obligation shall constitute Indebtedness); or (e) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or any product warranties. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such person may be liable, whether singly or jointly, pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such person is required to perform thereunder) as determined by such person in good faith.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Control Agreement” shall have the meaning assigned to such term in the US Security Agreement.

“Credit Extension” shall mean, as the context may require, (i) the making of a Loan by a Lender or (ii) the issuance of any Letter of Credit, or the amendment, extension or renewal of any existing Letter of Credit, by the Issuing Bank.

“Debt Issuance” shall mean the incurrence by US Borrower or any of its Subsidiaries of any Indebtedness after the Closing Date (other than as permitted by Section 6.01).

“Debt Service” shall mean, for any period, Consolidated Cash Interest Expense for such period plus scheduled principal amortization of all Indebtedness for such period.

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

“Default Rate” shall have the meaning assigned to such term in Section 2.06(e).

“Discount Note” shall mean a non-interest bearing promissory note denominated in Canadian dollars, substantially in the form of Exhibit K-5, issued by Canadian Borrower to evidence a BA Equivalent Loan.

15

“Discount Proceeds” shall mean on any day, for any Bankers’ Acceptance issued hereunder, an amount calculated on such day by multiplying:

(a) the face amount of such Bankers’ Acceptance by

(b) the quotient obtained by dividing:

(i) one by

(ii) the sum of one plus the product of:

a. the Discount Rate applicable to such Bankers’ Acceptance and

b. a fraction, the numerator of which is the number of days in the applicable Interest Period and the denominator of which is 365,

with the quotient being rounded up or down to the fifth decimal place and 0.00005 being rounded up.

“Discount Rate” shall mean (a) in respect of any Bankers’ Acceptance accepted by a Lender that is a bank under the Bank Act (Canada), the CDOR Rate for the applicable Interest Period; and (b) in respect of any Bankers’ Acceptance accepted by any other Lender or in respect of a BA Equivalent Loan, the CDOR Rate for the applicable Interest Period plus 10 basis points per annum.

“Disqualified Capital Stock” shall mean any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the date which is 91 days after the Final Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests referred to in (a) above, in each case at any time on or prior to the first anniversary of the Final Maturity Date, or (c) contains any repurchase obligation which may come into effect prior to payment in full of all Obligations; provided, however, that any Equity Interests that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the occurrence of a change in control or an asset sale occurring prior to the first anniversary of the Final Maturity Date shall not constitute Disqualified Capital Stock if such Equity Interests provide that the issuer thereof will not redeem any such Equity Interests pursuant to such provisions prior to the repayment in full of the Obligations.

“Dividend” with respect to any person shall mean that such person has declared or paid a dividend or returned any equity capital to the holders of its Equity Interests or authorized or made any other distribution, payment or delivery of property (other than Qualified Capital Stock of such person) or cash to the holders of its Equity Interests as such, or redeemed, retired, purchased or otherwise acquired, directly or indirectly, for consideration any of its Equity Interests outstanding (or any options or warrants issued by such person with respect to its Equity Interests), or set aside any funds for any of the foregoing purposes, or shall have permitted any of its Subsidiaries to purchase or otherwise acquire for consideration any of the Equity Interests of such person outstanding (or any options or warrants issued by such person with respect to its Equity Interests). Without limiting the foregoing, “Dividends” with respect to any person shall also include all payments made or required to be made by such person with

16

respect to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or setting aside of any funds for the foregoing purposes.

“Documentation Agent” shall have the meaning assigned to such term in the preamble hereto.

“Dollar Equivalent” shall mean, (a) as to any amount denominated in Canadian dollars on any date of determination, the amount of dollars that would be required to purchase the amount of Canadian dollars based upon the Spot Selling Rate, and (b) as to any amount denominated in pounds as of any date of determination, the amount of dollars that would be required to purchase the amount of pounds based upon the Spot Selling Rate.

“dollars” or “$” shall mean lawful money of the United States.

“Domestic Subsidiary” shall mean any Subsidiary that is organized or existing under the laws of the United States, any state thereof or the District of Columbia.

“Eligible Assignee” shall mean (a) if the assignment does not include assignment of a Revolving Commitment, (i) any Lender, (ii) an Affiliate of any Lender, (iii) an Approved Fund and (iv) any other person approved by the applicable Administrative Agent (such approval not to be unreasonably withheld or delayed), and (b) if the assignment includes assignment of a Revolving Commitment, (i) any Revolving Lender, (ii) an Affiliate of any Revolving Lender, (iii) an Approved Fund of a Revolving Lender, and (iv) any other person approved by the applicable Administrative Agent, the Issuing Bank, the Swingline Lender and Administrative Borrower (each such approval not to be unreasonably withheld or delayed); provided that (x) no approval of Administrative Borrower shall be required during the continuance of a Default or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), (y) “Eligible Assignee” shall not include Holdings or any of its Affiliates or Subsidiaries or any natural person and (z) each Revolving Lender becoming a party hereto pursuant to an Assignment and Assumption must also arrange to designate a Canadian Affiliate as a Canadian Revolving Lender and such Canadian Revolving Lender must also become a party hereto pursuant to such Assignment and Assumption.

“Embargoed Person” shall have the meaning assigned to such term in Section 6.21.

“Environment” shall mean ambient air, indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources, the workplace or as otherwise defined in any Environmental Law.

“Environmental Claim” shall mean any claim, notice, demand, order, action, suit, proceeding or other communication alleging liability for or obligation with respect to any investigation, remediation, removal, cleanup, response, corrective action, damages to natural resources, personal injury, property damage, fines, penalties or other costs resulting from, related to or arising out of (i) the presence, Release or threatened Release in or into the Environment of Hazardous Material at any location or (ii) any violation or alleged violation of any Environmental Law, and shall include any claim seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from, related to or arising out of the presence, Release or threatened Release of Hazardous Material or alleged injury or threat of injury to health, safety or the Environment.

“Environmental Law” shall mean any and all present and future, foreign or domestic, federal or state (or any subdivision of any of them), treaties, laws, statutes, ordinances, regulations, rules, decrees, orders, judgments, consent orders, consent decrees, code or other binding requirements, and the

17

common law, relating to protection of public health or the Environment, the Release or threatened Release of Hazardous Material, natural resources or natural resource damages, or occupational safety or health, and any and all Environmental Permits.

“Environmental Permit” shall mean any permit, license, approval, registration, notification, exemption, consent or other authorization required by or from a Governmental Authority under Environmental Law.

“Equipment” shall have the meaning assigned to such term in the Security Agreement.

“Equity Financing” shall mean the cash equity investment in Holdings by the Equity Investors as the same is further invested in cash equity in US Borrower on or prior to the Closing Date, in an amount not less than $107,000,000 on terms and conditions satisfactory to the Administrative Agents.

“Equity Interest” shall mean, with respect to any person, any and all shares, interests, units, participations or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such person, including, if such person is a partnership, partnership interests or units (whether general or limited) and any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, whether outstanding on the date hereof or issued after the Closing Date, but excluding debt securities convertible or exchangeable into such equity.

“Equity Investors” shall mean (1) (A) Citigroup Venture Capital Equity Partners, L.P. (“CVC”), CVC/SSB Employee Fund, L.P., CVC Executive Fund LLC, Natasha Foundation, Citicorp Venture Capital Ltd., any CVC fund or co-investment partnership, Citigroup, any affiliate of Citigroup or any general partner of any CVC fund or co-investment partnership (collectively, a “CVC Partner”), and any corporation, partnership or other entity that is an Affiliate of Citigroup or any CVC Partner (collectively “CVC Affiliates”), (B) any managing director, general partner, director, officer or employee of any CVC fund, any CVC Partner or any CVC Affiliate, or any spouse, lineal descendant, sibling, parent, heir, executor, administrator, testamentary trustee, legatee or beneficiary of any of the foregoing persons described in this clause (B) (collectively, “CVC Associates”) and (C) any trust, the beneficiaries of which, any charitable trust, the grantor of which, or any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which include only CVC, CVC Partners, CVC Affiliates, CVC Associates, their spouses or their lineal descendants; (2) officers and directors of US Borrower its Subsidiaries on the Closing Date; and (3) and one or more other investors reasonably satisfactory to the Administrative Agents and the Arrangers, including, without limitation, the Lyon Southern Inc., a company organized under the laws of the British Virgin Islands.

“Equity Issuance” shall mean, without duplication, (i) any issuance or sale by Holdings after the Closing Date of any Equity Interests in Holdings (including any Equity Interests issued upon exercise of any warrant or option) or any warrants or options to purchase Equity Interests or (ii) any contribution to the capital of Holdings; provided, however, that an Equity Issuance shall not include any Preferred Stock Issuance or Debt Issuance.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“ERISA Affiliate” shall mean, with respect to any person, any trade or business (whether or not incorporated) that, together with such person, is treated as a single employer under Section 414 of the Code.

18

“ERISA Event” shall mean (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived by regulation); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the failure to make by its due date a required installment under Section 412(m) of the Code with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan; (d) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (e) the incurrence by any Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (f) the receipt by any Company or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, or the occurrence of any event or condition which would reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (g) the incurrence by any Company or any of its ERISA Affiliates of any liability with respect to the withdrawal from any Plan or Multiemployer Plan; (h) the receipt by any Company or its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (i) the “substantial cessation of operations” within the meaning of Section 4062(e) of ERISA with respect to a Plan; (j) the making of any amendment to any Plan which could result in the imposition of a lien or the posting of a bond or other security; and (k) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which would reasonably be expected to result in any material liability to any Company.

“Eurodollar Acquisition Loan” shall mean any Acquisition Loan bearing interest at a rate determined by reference to the Adjusted LIBOR Rate in accordance with the provisions of Article II.

“Eurodollar Borrowing” shall mean a Borrowing comprised of Eurodollar Loans.

“Eurodollar Loan” shall mean any Eurodollar Acquisition Loan, Eurodollar Revolving Loan or Eurodollar Term Loan.

“Eurodollar Revolving Borrowing” shall mean a Borrowing comprised of Eurodollar Revolving Loans.

“Eurodollar Revolving Loan” shall mean any Revolving Loan bearing interest at a rate determined by reference to the Adjusted LIBOR Rate in accordance with the provisions of Article II.

“Eurodollar Term Loan” shall mean any Term Loan bearing interest at a rate determined by reference to the Adjusted LIBOR Rate in accordance with the provisions of Article II.

“Event of Default” shall have the meaning assigned to such term in Section 8.01.

“Excess Amount” shall have the meaning assigned to such term in Section 2.10(h).

“Excess Cash Flow” shall mean, for any Excess Cash Flow Period, Consolidated EBITDA for such Excess Cash Flow Period, minus, without duplication:

(a) Debt Service for such Excess Cash Flow Period;

(b) any voluntary prepayments of Term Loans and any permanent voluntary reductions to the Revolving Commitments to the extent that an equal amount of the Revolving Loans

19

simultaneously is repaid, in each case so long as such amounts are not already reflected in Debt Service, during such Excess Cash Flow Period;

(c) Capital Expenditures during such Excess Cash Flow Period (excluding Capital Expenditures made in such Excess Cash Flow Period where a certificate in the form contemplated by the following clause (d) was previously delivered) that are paid in cash;

(d) Capital Expenditures that US Borrower or any of its Subsidiaries shall, during such Excess Cash Flow Period, become obligated to make but that are not made during such Excess Cash Flow Period; provided that US Borrower shall deliver a certificate to the Administrative Agents not later than 100 days after the end of such Excess Cash Flow Period, signed by a Responsible Officer of US Borrower and certifying that such Capital Expenditures will be made in the following Excess Cash Flow Period;

(e) the aggregate amount of investments made in cash during such period pursuant to Sections 6.04(e) and (o) and fees and expenses in connection therewith;

(f) taxes of US Borrower and its Subsidiaries that were paid in cash during such Excess Cash Flow Period or will be paid within eleven months after the end of such Excess Cash Flow Period and for which reserves have been established;

(g) Permitted Tax Distributions that are paid during the respective Excess Cash Flow Period or will be paid within eleven months after the close of such Excess Cash Flow Period;

(h) the absolute value of the difference, if negative, of the amount of Net Working Capital at the end of the prior Excess Cash Flow Period over the amount of Net Working Capital at the end of such Excess Cash Flow Period;

(i) losses excluded from the calculation of Consolidated Net Income by operation of clause (c), (d) or (g) of the definition thereof that are paid in cash during such Excess Cash Flow Period;

(j) to the extent added to determine Consolidated EBITDA, all items that did not result from a cash payment to US Borrower or any of its Subsidiaries on a consolidated basis during such Excess Cash Flow Period;

(k) to the extent added to determine Consolidated EBITDA, any non-recurring cash items;

(l) cash indemnity payments received in connection with a Permitted Acquisition or permitted Investments;

(m) cash investments and cash expenditures for Permitted Acquisitions;

(n) payments of the Working Capital Adjustment and cash earn-outs and royalty payments made during such Excess Cash Flow Period to former owners of acquired businesses; and

(o) the portion of Consolidated EBITDA attributable to the operations of Mozaic less dividends paid to Southern Graphics Systems, Inc. by Mozaic during such Excess Cash Flow Period;

20

provided that any amount deducted pursuant of any of the foregoing clauses that will be paid after the close of such Excess Cash Flow Period shall not be deducted again in a subsequent Excess Cash Flow Period; plus, without duplication:

(i) the difference, if positive, of the amount of Net Working Capital at the end of the prior Excess Cash Flow Period over the amount of Net Working Capital at the end of such Excess Cash Flow Period;

(ii) all proceeds received during such Excess Cash Flow Period of any Indebtedness to the extent used to finance any Capital Expenditure (other than Indebtedness under this Agreement to the extent there is no corresponding deduction to Excess Cash Flow above in respect of the use of such borrowings);

(iii) to the extent any permitted Capital Expenditures referred to in clause (d) above do not occur in the Excess Cash Flow Period specified in the certificate of Borrowers provided pursuant to clause (d) above, such amounts of Capital Expenditures that were not so made in the Excess Cash Flow Period specified in such certificates;

(iv) any return on or in respect of investments received in cash during such period, in excess of the aggregate amount of investments made which investments were made pursuant to Section 6.04(e) or (o); and

(v) income or gain excluded from the calculation of Consolidated Net Income by operation of clause (c), (d) or (g) of the definition thereof that is realized in cash during such Excess Cash Flow Period (except to the extent such gain is subject to Section 2.10(c), (d) or (f)).

“Excess Cash Flow Period” shall mean (i) the period taken as one accounting period from January 1, 2006 and ending on December 31, 2006 and (ii) each fiscal year of US Borrower thereafter.

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

“Excluded Taxes” shall mean, with respect to the Administrative Agents, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of Borrowers hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), franchise taxes imposed on it (in lieu of net income taxes) and branch profits taxes imposed on it, by a jurisdiction (or any political subdivision thereof) as a result of the recipient being organized, resident or having its principal office or, in the case of any Lender, its applicable lending office in such jurisdiction; and (b) in the case of a Foreign Lender, any U.S. federal withholding tax that (i) is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office), except (x) to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from Borrowers with respect to such withholding tax pursuant to Section 2.15(a) or (y) if such Foreign Lender is an assignee pursuant to a request by Borrowers under Section 2.16; provided that this subclause (b)(i) shall not apply to any Tax imposed on a Lender in connection with an interest or participation in any Loan or other obligation that such Lender was required to acquire pursuant to Section 2.14(d), or (ii) is attributable to such Foreign Lender’s failure to comply with Section 2.15(e).

“Executive Order” shall have the meaning assigned to such term in Section 3.22(a).

21

“Existing Lien” shall have the meaning assigned to such term in Section 6.02(c).

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System of the United States arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day for such transactions received by US Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Fees” shall mean the Commitment Fees, the Administrative Agent Fees, the LC Participation Fees and the Fronting Fees.

“Final Maturity Date” shall mean the latest of the Revolving Maturity Date, the Acquisition Maturity Date, and the Term Loan Maturity Date.

“Financial Officer” of any person shall mean the chief financial officer, principal accounting officer, treasurer or controller of such person.

“FIRREA” shall mean the Federal Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

“Foreign Law Guarantee” shall have the meaning assigned to such term in Section 7.01.

“Foreign Lender” shall mean any Lender that is not, for United States federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation, partnership or other entity treated as a corporation or partnership created or organized in or under the laws of the United States, or any political subdivision thereof, (iii) an estate whose income is subject to U.S. federal income taxation regardless of its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of such trust.

“Foreign Plan” shall mean any employee benefit plan, program, policy, arrangement or agreement (other than the Canadian Benefit Plans or Canadian Pension Plans) maintained or contributed to by any Company with respect to employees employed outside the United States.

“Foreign Pledge Agreements” shall mean (a) that certain pledge agreement, dated as of the Closing Date, by US Borrower pledging 66% (or such lesser amount to eliminate fractional shares) of its Equity Interests in Canadian Borrower in favor of US Collateral Agent and 100% of its Equity Interests in Canadian Borrower in favor of Canadian Collateral Agent, governed by Canadian law, (b) that certain pledge agreement, dated as of the Closing Date, by US Borrower pledging 66% (or such lesser amount to eliminate fractional shares) of Equity Interests in the Mexican Opco in favor of US Collateral Agent and 100% of its Equity Interests in the Mexican Opco in favor of Canadian Collateral Agent, governed by Mexican law, and (c) the UK Charge over Shares, in each case, as the same may from time to time be modified, amended, extended or reaffirmed in accordance with the terms thereof.

“Foreign Securities Collateral” shall mean all certificates, agreements, instruments or other writings representing or evidencing Equity Interests of a Company organized outside the United States.

22

“Foreign Subsidiary” shall mean a Subsidiary that is organized or incorporated, as appropriate, under the laws of a jurisdiction other than the United States or any state thereof or the District of Columbia.

“Fronting Fee” shall have the meaning assigned to such term in Section 2.05(c).

“Fund” shall mean any person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Funded Debt” means, at any date, as to any Person, all Indebtedness of such Person of the types described in clauses (a) through (c) of the definition of “Indebtedness.”

“GAAP” shall mean generally accepted accounting principles in the United States applied on a consistent basis.

“Governmental Authority” shall mean the government of the United States or any other nation, or of any political subdivision thereof, whether state, provincial, municipal or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Governmental Real Property Disclosure Requirements” shall mean any Requirement of Law of any Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other transferee of any Real Property, facility, establishment or business, or notification, registration or filing to or with any Governmental Authority, in connection with the sale, lease, mortgage, assignment or other transfer (including any transfer of control) of any Real Property, facility, establishment or business, of the actual or threatened presence or Release in or into the Environment, or the use, disposal or handling of Hazardous Material on, at, under or near the Real Property, facility, establishment or business to be sold, leased, mortgaged, assigned or transferred.

“Guaranteed Obligations” shall have the meaning assigned to such term in Section 7.01.

“Guarantees” shall mean the guarantees issued by each of the Guarantors from time to time guaranteeing the US Obligations and/or the Canadian Obligations, as the case may be, including all Foreign Law Guarantees.

“Guarantors” shall mean (a) with respect to the Canadian Obligations, Holdings, US Borrower and each Subsidiary of US Borrower (but excluding, in any event, Canadian Borrower and Mozaic and its Subsidiaries), and (b) with respect to the US Obligations, Holdings and each Guarantor that is a Domestic Subsidiary of US Borrower (but excluding, in any event, Mozaic and its Subsidiaries); provided, however, that no Subsidiary of SGS-UK Holdings Ltd. shall be a Guarantor of the Canadian Obligations until such Subsidiary executes a Joinder Agreement as required by Section 5.14. As of the Closing Date, Schedule 1.01(a) lists all of the Guarantors.

“Hazardous Materials” shall mean the following: hazardous substances; hazardous wastes; polychlorinated biphenyls (“PCBs”) or any substance or compound containing PCBs; asbestos or any asbestos-containing materials in any form or condition; radon or any other radioactive materials including any source, special nuclear or by-product material; petroleum, crude oil or any fraction thereof;

23

and any other pollutant or contaminant or chemicals, wastes, materials, compounds, constituents or substances, subject to regulation or which can give rise to liability under any Environmental Laws.

“Hedging Agreement” shall mean any swap, cap, collar, forward purchase or similar agreements or arrangements dealing with interest rates, currency exchange rates or commodity prices, either generally or under specific contingencies.

“Hedging Obligations” shall mean obligations under or with respect to Hedging Agreements.

“Holdings” shall mean Southern Graphics, Inc., a Delaware corporation.

“Indebtedness” of any person shall mean, without duplication, (a) all obligations of such person for borrowed money or advances; (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments; (c) all obligations of such person upon which interest charges are customarily paid or accrued (excluding preferred stock); (d) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person; (e) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business on normal trade terms and not overdue by more than 90 days); (f) all Indebtedness of others secured by any Lien on property owned or acquired by such person, whether or not the obligations secured thereby have been assumed, but limited to the lesser of the stated amount thereof or fair market value of such property; (g) all Capital Lease Obligations, Purchase Money Obligations and the present value of all future rental payments under synthetic lease obligations of such person; (h) all Hedging Obligations to the extent required to be reflected on a balance sheet of such person; (i) all Attributable Indebtedness of such person; (j) all obligations of such person for the reimbursement of any obligor in respect of letters of credit, letters of guaranty, bankers’ acceptances and similar credit transactions; and (k) all Contingent Obligations of such person in respect of Indebtedness or obligations of others of the kinds referred to in clauses (a) through (j) above (excluding contingent earn-out payments in connection with acquisitions consummated prior to the Closing Date, Permitted Acquisitions or the Acquisition so long as such earn-out payments are contingent and not required to be reflected as a liability on the balance sheet of the obligor under GAAP). The Indebtedness of any person shall include the Indebtedness of any other entity (including any partnership in which such person is a general partner) to the extent such person is liable therefor as a result of such person’s ownership interest in or other relationship with such entity, except (other than in the case of general partner liability) to the extent that terms of such Indebtedness expressly provide that such person is not liable therefor.

“Indemnified Taxes” shall mean all Taxes other than Excluded Taxes.

“Indemnitee” shall have the meaning assigned to such term in Section 10.03(b).

“Information” shall have the meaning assigned to such term in Section 10.12.

“Insurance Policies” shall mean the insurance policies and coverages required to be maintained by each Loan Party which is an owner of Mortgaged Property with respect to the applicable Mortgaged Property pursuant to Section 5.04 and all renewals and extensions thereof.

“Insurance Requirements” shall mean, collectively, all provisions of the Insurance Policies, all requirements of the issuer of any of the Insurance Policies and all orders, rules, regulations and any other requirements of the National Board of Fire Underwriters (or any other body exercising

24

similar functions) binding upon each Loan Party which is an owner of Mortgaged Property and applicable to the Mortgaged Property or any use or condition thereof.

“Intellectual Property” shall mean collectively, all rights, privileges relating to intellectual property, whether arising under United States, state, multinational or foreign laws or otherwise, including, without limitation, copyrights, patents, trademarks, servicemarks, trade names, domain names, technology, proprietary information, know-how and processes, recipes, formulas, trade secrets, all applications for registration or issuance of any of the foregoing, and all rights to sue at law or in equity for any past, present or future infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Intercompany Loan Document” shall mean each of the intercompany loan agreements existing as of the Closing Date (after giving effect to the repayments thereof contemplated in connection with the Transactions), and listed on Schedule 1.01(b) hereto, together with any future intercompany loan agreement, Intercompany Note or other instrument evidencing, or governing the terms of, any extension of credit by any Loan Party to US Borrower or any of its Subsidiaries.

“Intercompany Note” shall mean an Intercompany Note substantially in the form of Exhibit P.

“Interest Election Request” shall mean a request by a Borrower to convert or continue a Revolving Borrowing or Term Borrowing in accordance with Section 2.08(b), substantially in the form of Exhibit E.

“Interest Payment Date” shall mean (a) with respect to any ABR Loan (including Swingline Loans) or Canadian Prime Rate Loan, the last Business Day of each March, June, September and December to occur during any period in which such Loan is outstanding, (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Loan with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, (c) with respect to any Revolving Loan or Swingline Loan, the Revolving Maturity Date or such earlier date on which the Revolving Commitments are terminated, and (d) with respect to any Term Loan or Acquisition Loan, the Term Loan Maturity Date.

“Interest Period” shall mean, with respect to any Eurodollar Borrowing or Bankers’ Acceptance, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months (or, if each affected Lender so agrees, nine months) thereafter, as the applicable Borrower (or Administrative Borrower on behalf of such Borrower) may elect; provided that, with respect to any Eurodollar Borrowing, (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Investments” shall have the meaning assigned to such term in Section 6.04.

25

“IPO” shall mean the first underwritten public offering by Holdings of its Equity Interests after the Closing Date pursuant to a registration statement filed with the Securities and Exchange Commission in accordance with the Securities Act.

“Issuing Bank” shall mean, as the context may require, (a) UBS AG, Stamford Branch, in its capacity as issuer of Letters of Credit issued by it; (b) any other Lender that may become an Issuing Bank pursuant to Sections 2.18(k) and (l) in its capacity as issuer of Letters of Credit issued by such Lender; or (c) collectively, all of the foregoing.

“ITA” means the Income Tax Act (Canada), as amended.

“Joinder Agreement” shall mean a joinder agreement substantially in the form of Exhibit F.

“Judgment Currency” shall have the meaning assigned to such term in Section 10.18(a).

“Judgment Currency Conversion Date” shall have the meaning assigned to such term in Section 10.18(a).

“Landlord Access Agreement” shall mean a Landlord Access Agreement, substantially in the form of Exhibit G, or such other form as may reasonably be acceptable to the Administrative Agents.

“LC Commitment” shall mean the commitment of the Issuing Bank to issue Letters of Credit pursuant to Section 2.18. The amount of the LC Commitment shall initially be $12,000,000, but in no event shall exceed the Revolving Commitment.

“LC Disbursement” shall mean a payment or disbursement made by the Issuing Bank pursuant to a drawing under a Letter of Credit.

“LC Exposure” shall mean at any time the sum of (a) the Dollar Equivalent of the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the Dollar Equivalent of the aggregate principal amount of all Reimbursement Obligations outstanding at such time. The LC Exposure of any Revolving Lender at any time shall mean its Pro Rata Percentage of the aggregate LC Exposure at such time.

“LC Participation Fee” shall have the meaning assigned to such term in Section 2.05(c).

“LC Request” shall mean a request by a Borrower in accordance with the terms of Section 2.18(b) and substantially in the form of Exhibit H,or such other form as shall be approved by the Administrative Agents.

“Leases” shall mean any and all leases, subleases, tenancies, options, concession agreements, rental agreements, occupancy agreements, franchise agreements, access agreements and any other agreements (including all amendments, extensions, replacements, renewals, modifications and/or guarantees thereof), whether or not of record and whether now in existence or hereafter entered into, affecting the occupancy of all or any portion of any Real Property.

“Lender Addendum” shall mean with respect to any Lender on the Closing Date, a lender addendum in the form of Exhibit I to be executed and delivered by such Lender on the Closing Date as provided in Section 10.15.

26

“Lenders” shall mean (a) the financial institutions that have become a party hereto pursuant to a Lender Addendum and (b) any financial institution that has become a party hereto pursuant to an Assignment and Assumption, other than, in each case, any such financial institution that has ceased to be a party hereto pursuant to an Assignment and Assumption. Unless the context clearly indicates otherwise, the term “Lenders” shall include the Swingline Lender, the UK Term Lenders and the Canadian Lenders.

“Letter of Credit” shall mean any (i) Standby Letter of Credit and (ii) Commercial Letter of Credit, in each case, issued or to be issued by an Issuing Bank for the account of the applicable Borrower pursuant to Section 2.18.

“Letter of Credit Expiration Date” shall mean the date which is fifteen days prior to the Revolving Maturity Date.

“LIBOR Rate” shall mean, (a) with respect to any Eurodollar Borrowing denominated in dollars for any Interest Period, the rate per annum determined by the applicable Administrative Agent to be the arithmetic mean of the offered rates for deposits in dollars with a term comparable to such Interest Period that appears on the Telerate British Bankers Assoc. Interest Settlement Rates Page (as defined below) at approximately 11:00 a.m., London, England time, on the second full Business Day preceding the first day of such Interest Period and (b) with respect to any Eurodollar Borrowing denominated in pounds for any Interest Period, the offered quotation which appears on the page of the Telerate Screen which displays the British Bankers’ Association Interest Settlement Rate (being currently page 248) for deposits (for delivery on the first day of such period) with a term equivalent to such Interest Period in pounds, determined as of approximately 11:00 a.m. (Local Time) on the applicable Interest Payment Date; provided, however, that (i) if no comparable term for an Interest Period is available, the LIBOR Rate shall be determined using the weighted average of the offered rates for the two terms most nearly corresponding to such Interest Period and (ii) if there shall at any time no longer exist a Telerate British Bankers Assoc. Interest Settlement Rates Page, “LIBOR Rate” shall mean, with respect to each day during each Interest Period pertaining to Eurodollar Borrowings comprising part of the same Borrowing, the rate per annum equal to the rate at which the applicable Administrative Agent is offered deposits in the Approved Currency at approximately 11:00 a.m., London, England time, two Business Days prior to the first day of such Interest Period in the London interbank market for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to its portion of the amount of such Eurodollar Borrowing to be outstanding during such Interest Period. “Telerate British Bankers Assoc. Interest Settlement Rates Page” shall mean the display designated as Page 3750 (or other appropriate page if the relevant Approved Currency does not appear on such page) on the Telerate System Incorporated Service (or such other page as may replace such page on such service for the purpose of displaying the rates at which the relevant Approved Currency deposits are offered by leading banks in the London interbank deposit market).

“Lien” shall mean, with respect to any property, (a) any mortgage, deed of trust, lien, pledge, encumbrance, claim, charge, assignment, hypothecation, security interest or encumbrance of any kind or any arrangement to provide priority or preference or any filing of any financing statement under the UCC or any other similar notice of lien under any similar notice or recording statute of any Governmental Authority, including any easement, right-of-way or other encumbrance on title to Real Property, in each of the foregoing cases whether voluntary or imposed by law; (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such property; and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

27

“Loan Documents” shall mean this Agreement, the Letters of Credit, the Notes (if any), and the Security Documents.

“Loan Parties” shall mean Holdings, US Borrower, Canadian Borrower and the Guarantors.

“Loans” shall mean, as the context may require, a Revolving Loan, an Acquisition Loan, a Term Loan or a Swingline Loan.

“Margin Stock” shall have the meaning assigned to such term in Regulation U.

“Material Adverse Effect” shall mean (a) a material adverse effect on the business, property, results of operations, prospects or condition, financial or otherwise, of US Borrower and its Subsidiaries, taken as a whole; (b) material impairment of the ability of the Loan Parties to fully and timely perform any of their obligations under any Loan Document; (c) material impairment of the rights of or benefits or remedies available to the Lenders or the Collateral Agents, taken as a whole, under the Loan Documents; or (d) a material adverse effect on a material portion of the Collateral or the Liens in favor of the Collateral Agents on the Collateral or the priority of such Liens.

“Maximum Rate” shall have the meaning assigned to such term in Section 10.14.

“Mexican Opco” shall mean Southern Graphics Systems Mexico, S. De R.L. De C.V., a company incorporated in Mexico.

“Mexican Security Agreement” shall mean that certain Security Agreement dated as of the Closing Date by the Mexican Opco in favor of Canadian Collateral Agent, which is governed by Mexican law, as the same may from time to time be modified, amended, extended or reaffirmed in accordance with the terms thereof.

“Mexican Security Documents” shall mean the Mexican Security Agreement and each other security document or pledge agreement delivered in accordance with Mexican law to create a valid, perfected security interest in any property as collateral for all or part of the Secured Obligations and/or the Guaranteed Obligations.

“Mexico” means the United Mexican States (Estados Unidos Mexicanos).

“Mortgage” shall mean an agreement, including, but not limited to, a mortgage, deed of trust, hypothec or any other document, creating and evidencing a Lien on a Mortgaged Property, which shall be substantially in the form of Exhibit J or other form reasonably satisfactory to the applicable Collateral Agent, in each case, with such schedules and including such provisions as shall be necessary to conform such document to applicable local or foreign law or as shall be customary under applicable local or foreign law.

“Mortgaged Property” shall mean (a) each Real Property identified as a Mortgaged Property on Schedule 8(a) to the Perfection Certificate dated the Closing Date and (b) each Real Property, if any, which shall be subject to a Mortgage delivered after the Closing Date pursuant to Section 5.11(c).

“Mozaic” means Mozaic Group Ltd.

“Multiemployer Plan” shall mean a multiemployer plan within the meaning of Section 4001(a)(3) or Section 3(37) of ERISA (a) to which any Company or any ERISA Affiliate is then

28

making or accruing an obligation to make contributions; (b) to which any Company or any ERISA Affiliate has within the preceding five plan years made contributions; or (c) with respect to which any Company could reasonably be expected to incur liability.

“Net Cash Proceeds” shall mean:

(a) with respect to any Asset Sale (other than any issuance or sale of Equity Interests or Asset Sales permitted under Sections 6.06(a), (c) and (f)), the cash proceeds received by US Borrower or any of its Subsidiaries (including cash proceeds subsequently received (as and when received by US Borrower or any of its Subsidiaries) in respect of non-cash consideration initially received or held in escrow pending a post-closing adjustment, for indemnity or otherwise) net of (i) selling expenses (including reasonable brokers’ fees or commissions, legal, accounting and other professional and transactional fees, transfer and similar taxes and US Borrower’s good faith estimate of income taxes paid or payable in connection with such sale); (ii) amounts provided as a reserve, in accordance with GAAP, against (x) any liabilities under any indemnification obligations associated with such Asset Sale or (y) any other liabilities retained by US Borrower or any of its Subsidiaries associated with the properties sold in such Asset Sale (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds); (iii) US Borrower’s good faith estimate of payments required to be made with respect to unassumed liabilities relating to the properties sold within 180 days of such Asset Sale (provided that, to the extent such cash proceeds are not used to make payments in respect of such unassumed liabilities within 180 days of such Asset Sale, such cash proceeds shall constitute Net Cash Proceeds); and (iv) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money which is secured by a Lien on the properties sold in such Asset Sale (so long as such Lien was permitted to encumber such properties under the Loan Documents at the time of such sale) and which is repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such properties);

(b) with respect to any Debt Issuance, any Equity Issuance or any other issuance or sale of Equity Interests by US Borrower or any of its Subsidiaries, the cash proceeds thereof, net of customary fees, commissions, costs and other expenses incurred in connection therewith; and

(c) with respect to any Casualty Event, the cash insurance proceeds, condemnation awards and other compensation received in respect thereof, net of all reasonable costs and expenses incurred in connection with the collection of such proceeds, awards or other compensation in respect of such Casualty Event;

provided, in the case of each of the foregoing, that Net Cash Proceeds shall not include proceeds that are received by a Subsidiary that is not a Borrower or Guarantor if and to the extent that such Subsidiary is prohibited from distributing such proceeds without prior approval (that has not been obtained) pursuant to the terms of its Organizational Documents and all agreements, instruments and Requirements of Law applicable to such Subsidiary or its equityholders.

“Net Working Capital” shall mean, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

“Non-BA Lender” shall mean a Revolving Lender that cannot or does not, as a matter of policy, accept Bankers’ Acceptances.

“Notes” shall mean any notes evidencing the Term Loans, Revolving Loans, Swingline Loans, Acquisition Loans or BA Equivalent Loans issued pursuant to this Agreement, if any, substantially in the form of Exhibit K-1, K-2, K-3, K-4 or K-5.

29

“Obligation Currency” shall have the meaning assigned to such term in Section 10.18(a).

“Obligations” shall mean (a) obligations of Borrowers and the other Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by Borrowers and the other Loan Parties under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of Reimbursement Obligations, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of Borrowers and the other Loan Parties under this Agreement and the other Loan Documents, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of Borrowers and the other Loan Parties under or pursuant to this Agreement and the other Loan Documents.

“OFAC” shall have the meaning assigned to such term in Section 3.22(b).

“Officers’ Certificate” shall mean a certificate executed by the chairman of the Board of Directors (if an officer), the chief executive officer or the president or vice president or one of the Financial Officers, each in his or her official (and not individual) capacity.

“Organizational Documents” shall mean, with respect to any person, (i) in the case of any corporation, the certificate of incorporation or amalgamation and by-laws {or similar documents) of such person, (ii) in the case of any limited liability company, the certificate of formation and operating agreement (or similar documents) of such person, (iii) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar documents) of such person, (iv) in the case of any general partnership, the partnership agreement (or similar document) of such person, (v) with respect to any Foreign Subsidiary, the equivalent of the foregoing in its jurisdiction of incorporation or organization, and (vi) in any other case, the functional equivalent of the foregoing.

“Other Taxes” shall mean all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Participant” shall have the meaning assigned to such term in Section 10.04(d).

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“Perfection Certificate” shall mean a certificate in the form of Exhibit L-1 or any other form approved by the Collateral Agents, as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.

“Perfection Certificate Supplement” shall mean a certificate supplement in the form of Exhibit L-2 or any other form approved by the Collateral Agents.

30

“Permitted Acquisition” shall mean any transaction or series of related transactions for the direct or indirect (a) acquisition of all or substantially all of the property of any person, or of any business or division of any person; (b) acquisition of in excess of 50% of the Equity Interests of any person, and otherwise causing such person to become a Subsidiary of such person; or (c) merger or consolidation or any other combination with any person, if each of the following conditions is met:

(i) no Default then exists or would result therefrom;

(ii) after giving effect to such transaction on a Pro Forma Basis, (A) Borrowers shall be in compliance with all covenants set forth in Section 6.10(a) and (b) as of the most recent Test Period (assuming, for purposes of Section 6.10 (a) and (b), that such transaction, and all other Permitted Acquisitions consummated since the first day of the relevant Test Period for each of the financial covenants set forth in Section 6.10(a) and (b) ending on or prior to the date of such transaction, had occurred on the first day of such relevant Test Period) and (B) the Total Leverage Ratio shall be at least 0.25x less than the Total Leverage Ratio required under Section 6.10(a) as of the most recent Test Period (assuming that such transaction, and all other Permitted Acquisitions consummated since the first day of the relevant Test Period ending on or prior to the date of such transaction, had occurred on the first day of such relevant Test Period);

(iii) no Company shall, in connection with any such transaction, assume or remain liable with respect to any Indebtedness of the related seller or the business, person or properties acquired, except to the extent permitted under Section 6.01 and ordinary course trade payables of the target;

(iv) the person or business to be acquired shall be, or shall be engaged in, a business of the type that Borrowers and the Subsidiaries are permitted to be engaged in under Section 6.15 and the property acquired in connection with any such transaction shall be made subject to the Lien of the Security Documents and shall be free and clear of any Liens, other than Permitted Liens;

(v) the Board of Directors of the person to be acquired shall not have indicated publicly its opposition to the consummation of such acquisition (which opposition has not been publicly withdrawn);

(vi) all transactions in connection therewith shall be consummated in accordance in all material respects with all applicable Requirements of Law;

(vii) with respect to any transaction involving Acquisition Consideration of more than the Dollar Equivalent of $15,000,000, unless the Administrative Agents shall otherwise agree, Borrowers shall have provided the Administrative Agents and the Lenders with (A) historical financial statements for the last three fiscal years (or, if less, the number of years since formation) of the person or business to be acquired (audited if available without undue cost or delay) and unaudited financial statements thereof for the most recent interim period which are available, (B) reasonably detailed projections for the succeeding five years pertaining to the person or business to be acquired and updated projections for Borrowers after giving effect to such transaction, (C) a reasonably detailed description of all material information relating thereto and copies of all material documentation pertaining to such transaction, and (D) all such other information and data relating to such transaction or the person or business to be acquired as may be reasonably requested by the US Administrative Agent; and

(viii) on or prior to the proposed date of consummation of the transaction, Borrowers shall have delivered to the Administrative Agents an Officers’ Certificate certifying that (A) such transaction complies with this definition (which shall have attached thereto reasonably detailed backup

31

data and calculations showing such compliance), and (B) such transaction could not reasonably be expected to result in a Material Adverse Effect; and

(ix) the Acquisition Consideration for such acquisition shall not exceed the Dollar Equivalent of $40,000,000, and the aggregate amount of the Acquisition Consideration for all Permitted Acquisitions since the Closing Date shall not exceed the Dollar Equivalent of $135,000,000 (plus the proceeds from the issuance of Equity Interests or the making of a capital contribution in connection with the consummation of a Permitted Acquisition); provided that any Equity Interests constituting all or a portion of such Acquisition Consideration shall not have a cash dividend requirement on or prior to the Final Maturity Date.

“Permitted Liens” shall have the meaning assigned to such term in Section 6.02.

“Permitted Tax Distributions” shall mean payments, dividends or distributions by any Subsidiary of Holdings to Holdings in order to pay consolidated or combined federal, state or local taxes not payable directly by such Subsidiary which payments by such Subsidiary are not in excess of the tax liabilities that would have been payable by such Subsidiary of Holdings if such Subsidiary had filed its own tax return as part of a consolidated group and are not in excess of Holdings’ consolidated or combined federal, state or local taxes.

“person” shall mean any natural person, corporation, limited or unlimited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA which is maintained or contributed to by any Company or its ERISA Affiliate or with respect to which any Company could reasonably be expected to incur liability (including under Section 4069 of ERISA).

“pounds” or “GBP” shall mean lawful money of the United Kingdom.

“PPSA” shall mean the Personal Property Security Act as in effect in the Province of Ontario, the Civil Code of Quebec as in effect in the Province of Quebec, or any other Canadian federal or provincial statute pertaining to the granting, perfecting, priority or ranking of security interests, Liens, hypothecs on personal property, and any successor statutes, together with any regulations thereunder, in each case as in effect from time to time. References to sections of the PPSA shall be construed to also refer to any successor sections.

“Preferred Stock” shall mean, with respect to any person, any and all preferred or preference Equity Interests (however designated) of such person whether now outstanding or issued after the Closing Date.

“Preferred Stock Issuance” shall mean the issuance or sale by US Borrower or any of its Subsidiaries of any Preferred Stock after the Closing Date (other than as permitted by Section 6.01).

“Premises” shall have the meaning assigned thereto in the applicable Mortgage.

“Pro Forma Basis” shall mean on a basis in accordance with GAAP and otherwise reasonably satisfactory to the Administrative Agents.

“Pro Rata Percentage” shall mean, with respect to any Revolving Lender at any time, the percentage of the total Revolving Commitments of all Revolving Lenders represented by such

32

Lender’s Revolving Commitment, and with respect to any Acquisition Lender at any time, the percentage of the total Acquisition Commitments of all Acquisition Lenders represented by such Lender’s Acquisition Commitment.

“property” shall mean any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible and including Equity Interests or other ownership interests of any person and whether now in existence or owned or hereafter entered into or acquired, including all Real Property.

“Purchase Money Obligation” shall mean, for any person, the obligations of such person in respect of Indebtedness (including Capital Lease Obligations) incurred for the purpose of financing all or any part of the purchase price of any property (including Equity Interests of any person) or the cost of installation, construction or improvement of any property and any refinancing thereof; provided, however, that (i) such Indebtedness is incurred within one year after such acquisition, installation, construction or improvement of such property by such person and (ii) the amount of such Indebtedness does not exceed 100% of the cost of such acquisition, installation, construction or improvement, as the case may be.

“Qualified Capital Stock” of any person shall mean any Equity Interests of such person that are not Disqualified Capital Stock.

“Real Property” shall mean, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Register” shall have the meaning assigned to such term in Section 10.04(c).

“Regulation D” shall mean Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation S-X” shall mean Regulation S-X promulgated under the Securities Act.

“Regulation T” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Reimbursement Obligations” shall mean Borrowers’ obligations under Section 2.18(f) to reimburse LC Disbursements,

“Related Parties” shall mean, with respect to any person, such person’s Affiliates and the partners, directors, officers, employees, trustees, agents and advisors of such person and of such person’s Affiliates.

33

“Release” shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Hazardous Material in, into, onto or through the Environment.

“Required Acquisition Lenders” shall mean Lenders having more than 50% of all Acquisition Commitments or, after the Acquisition Commitments have terminated, more than 50% of all Acquisition Exposure.

“Required Class Lenders” shall mean (i) with respect to Term Loans, Lenders having more than 50% of all Term Loans outstanding, (ii) with respect to Revolving Loans, Required Revolving Lenders, and (iii) with respect to Acquisition Loans, Required Acquisition Lenders.

“Required Lenders” shall mean Lenders having more than 50% of the sum of all Loans outstanding, LC Exposure and unused Revolving Commitments, Acquisition Commitments, and Term Loan Commitments.

“Required Revolving Lenders” shall mean Lenders having more than 50% of all Revolving Commitments or, after the Revolving Commitments have terminated, more than 50% of all Revolving Exposure.

“Requirements of Law” shall mean, collectively, any and all requirements (other than those arising under any government contracts) of any and all laws, judgments, orders, decrees, ordinances, rules, regulations, statutes or case law of any Governmental Authority.

“Response” shall mean (a) “response” as such term is defined in CERCLA, 42 USC. § 9601(24), and (b) all other actions required by any Governmental Authority or voluntarily undertaken to (i) clean up, remove, treat, abate or in any other way address any Hazardous Material in the Environment; (ii) prevent the Release or threat of Release, or minimize the further Release, of any Hazardous Material; or (iii) perform studies and investigations in connection with, or as a precondition to, or to determine the necessity of the activities described in, clause (i) or (ii) above.

“Responsible Officer” of any person shall mean any executive officer, director or Financial Officer of such person and any other officer, director or similar official thereof with responsibility for the administration of the obligations of such person in respect of this Agreement.

“Revolving Availability Period” shall mean the period from and including the Closing Date to but excluding the earlier of (i) the Business Day preceding the Revolving Maturity Date and (ii) the date of termination of the Revolving Commitments.

“Revolving Borrowing” shall mean a Borrowing comprised of Revolving Loans.

“Revolving Commitment” shall mean, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans hereunder up to the amount set forth on Schedule I to the Lender Addendum executed and delivered by such Lender, or in the Assignment and Assumption pursuant to which such Lender assumed its Revolving Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04. The Canadian Revolving Commitments of each Lender shall constitute sub-facilities of such Lender’s Revolving Commitment. The aggregate amount of the Lenders’ Revolving Commitments on the Closing Date is $35,000,000.

34

“Revolving Exposure” shall mean, with respect to any Lender at any time, the Dollar Equivalent of the aggregate principal amount at such time of all outstanding Revolving Loans of such Lender, plus the Dollar Equivalent of the aggregate amount at such time of such Lender’s LC Exposure, plus the Dollar Equivalent of the aggregate amount at such time of such Lender’s Swingline Exposure.

“Revolving Lender” shall mean a Lender with a Revolving Commitment and, with respect to any Canadian Revolving Commitment, shall include the respective Canadian Revolving Lender; it being understood that each Revolving Lender that is not a Canadian Revolving Lender shall have an affiliated Canadian Revolving Lender that will provide the Canadian Revolving Loans and become a signatory hereto.

“Revolving Loan” shall mean a Loan made by the Lenders to Borrowers pursuant to Section 2.01(b) or (c). Each Revolving Loan shall either be an ABR Revolving Loan, a Canadian Prime Rate Loan, a Eurodollar Revolving Loan or a Bankers Acceptance (and any advances with respect thereto) denominated in Canadian dollars. The term “Revolving Loan” shall include Canadian Revolving Loans.

“Revolving Maturity Date” shall mean the date which is five (5) years after the Closing Date or, if such date is not a Business Day, the first Business Day thereafter.

“Sale and Leaseback Transaction” has the meaning assigned to such term in Section 6.03.

“Sarbanes-Oxley Act” shall mean the United States Sarbanes-Oxley Act of 2002, as amended, and all rules and regulations promulgated thereunder.

“Secured Obligations” shall mean (a) the Obligations, (b) the due and punctual payment and performance of all obligations of Borrowers and the other Loan Parties under each Hedging Agreement entered into with any counterparty that is a Secured Party and (c) the due and punctual payment and performance of all obligations in respect of overdrafts and related liabilities owed to any Lender, any banking Affiliate of a Lender, the Administrative Agents or the Collateral Agents arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfer of funds.

“Secured Parties” shall mean, collectively, the Administrative Agents, the Collateral Agents, the Lenders and each party to a Hedging Agreement if at the date of entering into such Hedging Agreement such person was a Lender or an Affiliate of a Lender and such person executes and delivers to the Administrative Agents a letter agreement in form and substance acceptable to the Administrative Agents pursuant to which such person (i) appoints the applicable Collateral Agent as its agent under the applicable Loan Documents and (ii) agrees to be bound by the provisions of Sections 10.03 and 10.09 as if it were a Lender.

“Securities Act” shall mean the Securities Act of 1933.

“Securities Collateral” shall mean, collectively, (i) the US Securities Collateral and (ii) Foreign Securities Collateral.

“Security Agreement Collateral” shall mean all property pledged or granted as collateral pursuant to the Security Documents (a) on the Closing Date or (b) thereafter pursuant to Section 5.11.

35

“Security Agreements” shall mean, collectively, (a) the US Security Agreement substantially in the form of Exhibit M among certain of the Loan Parties in favor of US Collateral Agent, (b) the Canadian Security Agreements, (c) the Mexican Security Agreement and (d) the UK Security Agreement, in each case, as the same may from time to time be modified, amended, extended or reaffirmed in accordance with the terms thereof.

“Security Documents” shall mean the Security Agreements, the Mortgages, US Pledge Agreement, the Foreign Pledge Agreements, the Guarantees, the Assignment of Representations, each other security document or pledge agreement delivered in accordance with applicable local or foreign law to grant a valid, perfected security interest in any property as collateral for all or part of the Secured Obligations and/or the Guaranteed Obligations, and all UCC, PPSA or other financing statements (or foreign equivalent thereof) or instruments of perfection required by this Agreement, the Security Agreement, any Mortgage or any other such security document or pledge agreement to be filed with respect to the security interests in property and fixtures created pursuant to the Security Agreement or any Mortgage and any other document or instrument utilized to pledge or grant or purport to pledge or grant a security interest or lien on any property as collateral for all or part of the Secured Obligations.

“Seller” shall have the meaning assigned to such term in the first recital hereto.

“Senior Subordinated Note Agreement” shall mean any indenture, note purchase agreement or other agreement pursuant to which the Senior Subordinated Notes are issued as in effect on the date hereof and thereafter amended from time to time subject to the requirements of this Agreement.

“Senior Subordinated Note Documents” shall mean the Senior Subordinated Notes, the Senior Subordinated Note Agreement, the Senior Subordinated Note Guarantees, and all other documents executed and delivered with respect to the Senior Subordinated Notes or the Senior Subordinated Note Agreement.

“Senior Subordinated Note Guarantees” shall mean the guarantees of each Domestic Subsidiary of US Borrower (other than Mozaic and its Subsidiaries or any Unrestricted Subsidiary, as defined therein) pursuant to the Senior Subordinated Note Agreement.

“Senior Subordinated Notes” shall mean US Borrower’s 12.0% Senior Subordinated Notes due December 15, 2013 issued pursuant to the Senior Subordinated Note Agreement and any registered notes issued by US Borrower in exchange for, and as contemplated by, such notes with substantially identical terms as such notes.

“Sponsor” shall mean Citigroup Venture Capital Equity Partners, L.P.

“Spot Selling Rate” shall mean the spot selling rate, as applicable, at which either the Canadian Administrative Agent offers to sell Canadian dollars for dollars in the Toronto foreign exchange market at approximately 11:00 a.m. Toronto time on such date for delivery two (2) Business Days later or the US Administrative Agent or any of its Affiliates offers to sell pounds for dollars in the London foreign exchange market at approximately 11:00 a.m. London time on such date for delivery two (2) Business Days later.

“Standby Letter of Credit” shall mean any standby letter of credit or similar instrument issued for the purpose of supporting (a) workers’ compensation liabilities of US Borrower or any of its Subsidiaries, (b) the obligations of third-party insurers of US Borrower or any of its Subsidiaries arising by virtue of the laws of any jurisdiction requiring third-party insurers to obtain such letters of credit or

36

(c) performance, payment, deposit or surety obligations of US Borrower or any of its Subsidiaries if required by a Requirement of Law or in accordance with custom and practice in the industry.

“Statutory Reserves” shall mean for any Interest Period for any Eurodollar Borrowing in dollars, the average maximum rate at which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained during such Interest Period under Regulation D by member banks of the United States Federal Reserve System in New York City with deposits exceeding one billion dollars against “Eurocurrency liabilities” (as such term is used in Regulation D). Eurodollar Borrowings shall be deemed to constitute Eurodollar liabilities and to be subject to such reserve requirements without benefit of or credit for proration, exceptions or offsets which may be available from time to time to any Lender under Regulation D.

“Subordinated Indebtedness” shall mean Indebtedness of US Borrower or any Guarantor that is by its terms subordinated in right of payment to the Obligations of US Borrower and such Guarantor, as applicable, including the Senior Subordinated Notes.

“Subsidiary” shall mean, with respect to any person (the “parent”) at any date, (i) any person the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, (ii) any other corporation, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the voting power of all Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors thereof are, as of such date, owned, controlled or held by the parent and/or one or more subsidiaries of the parent, (iii) any partnership (a) the sole general partner or the managing general partner of which is the parent and/or one or more subsidiaries of the parent or (b) the only general partners of which are the parent and/or one or more subsidiaries of the parent and (iv) any other person that is otherwise Controlled by the parent and/or one or more subsidiaries of the parent. Unless the context requires otherwise, “Subsidiary” refers to a Subsidiary of Holdings.

“Survey” shall mean a survey of any Mortgaged Property (and all improvements thereon) which is (a) (i) prepared by a surveyor or engineer licensed to perform surveys in the jurisdiction where such Mortgaged Property is located, (ii) dated (or redated) not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any exterior construction on the site of such Mortgaged Property or any easement, right of way or other interest in the Mortgaged Property has been granted or become effective through operation of law or otherwise with respect to such Mortgaged Property which, in either case, can be depicted on a survey, in which events, as applicable, such survey shall be dated (or redated) after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than 20 days prior to such date of delivery, or after the grant or effectiveness of any such easement, right of way or other interest in the Mortgaged Property, (iii) certified by the surveyor (in a manner reasonably acceptable to the applicable Administrative Agent) to the applicable Administrative Agent, the applicable Collateral Agent and the Title Company, (iv) complying in all respects with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date of preparation of such survey and (v) sufficient for the Title Company to remove all standard survey exceptions from the title insurance policy (or commitment) relating to such Mortgaged Property and issue the endorsements of the type required by Section 4.01(n)(iii) or (b) otherwise acceptable to the applicable Collateral Agent.

“Swingline Commitment” shall mean the commitment of the Swingline Lenders to make loans pursuant to Section 2.17, as the same may be reduced from time to time pursuant to

37

Section 2.07 or Section 2.17. The amount of the Swingline Commitment shall initially be $3,500,000, but shall in no event exceed the Revolving Commitment.

“Swingline Exposure” shall mean at any time the aggregate principal amount at such time of all outstanding Swingline Loans. The Swingline Exposure of any Revolving Lender at any time shall equal its Pro Rata Percentage of the aggregate Swingline Exposure at such time.

“Swingline Lender” shall have the meaning assigned to such term in the preamble hereto.

“Swingline Loan” shall mean any loan made by the Swingline Lender pursuant to Section 2.17.

“Syndication Agent” shall have the meaning assigned to such term in the preamble hereto.

“Tax Return” shall mean all returns, statements, filings, attachments and other documents or certifications required to be filed in respect of Taxes.

“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Borrowing” shall mean a Borrowing comprised of Term Loans.

“Term Loan Commitments” shall mean the US Term Commitments, the Canadian Term Commitments and the UK Term Commitments.

“Term Loan Lender” shall mean a Lender with a Term Loan Commitment or an outstanding Term Loan.

“Term Loan Maturity Date” shall mean the date which is six (6) years after the Closing Date or, if such date is not a Business Day, the first Business Day thereafter.

“Term Loan Repayment Date” shall have the meaning assigned to such term in Section 2.09(a).

“Term Loans” shall mean the US Term Loans, the Canadian Term Loans and the UK Term Loans.

“Test Period” shall mean, at any time, the four consecutive fiscal quarters of US Borrower then last ended (in each case taken as one accounting period) for which financial statements have been or are required to be delivered pursuant to Section 5.01(a) or (b).

“Title Company” shall mean any title insurance company as shall be retained by either Borrower and reasonably acceptable to the Administrative Agents.

“Title Policy” shall have the meaning assigned to such term in Section 4.0l(n)(iii).

“Total Leverage Ratio” shall mean, at any date of determination, the ratio of Consolidated Indebtedness on such date to Consolidated EBITDA for the Test Period then most recently ended.

38

“Transaction Documents” shall mean the Acquisition Documents, the Senior Subordinated Note Documents and the Loan Documents.

“Transactions” shall mean, collectively, the transactions to occur on or prior to the Closing Date pursuant to the Transaction Documents, including (a) the consummation of the Acquisition; (b) the execution, delivery and performance of the Loan Documents and the initial borrowings hereunder; (c) the Equity Financing; (d) the issuance of the Senior Subordinated Notes; and (e) the payment of all fees and expenses to be paid and owing in connection with the foregoing.

“Transferred Guarantor” shall have the meaning assigned to such term in Section 7.09.

“Type” when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBOR Rate, the Alternate Base Rate, Canadian Prime Rate or Bankers’ Acceptances.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time (except as otherwise specified) in any applicable state or jurisdiction.

“UK Charge over Shares” shall mean the charge over shares dated on or about the date hereof in form and substance satisfactory to Collateral Agents and entered into among US Borrower and Collateral Agents, pursuant to which US Borrower charges (a) in favor of US Collateral Agent, for the ratable benefit of the US Secured Parties, 66% (or such lesser amount to eliminate fractional shares) of the Equity Interests in SGS-UK Holdings Ltd., and (b) in favor of Canadian Collateral Agent, for the ratable benefit of the Canadian Secured Parties, 100% of the Equity Interests in SGS-UK Holdings Ltd., as amended, restated, supplemented or otherwise modified from time to time.

“UK Opco” shall mean SGS-UK, Limited, a company incorporated under the laws of England and Wales with registered number 05473088.

“UK Security Agreement” shall mean that certain debenture dated on or about the date hereof substantially in form and substance satisfactory to Canadian Collateral Agent and entered into (or acceded to) by Canadian Collateral Agent and any Loan Party which is incorporated under the laws of England and Wales (being, on the date hereof, the SGS-UK Holdings Ltd.), pursuant to which such Loan Party shall (or shall purport to) grant any Lien and/or fixed or floating charges to Canadian Collateral Agent, for the ratable benefit of the Canadian Secured Parties, on or over all of the assets and undertaking of such Loan Party, as amended, restated, supplemented or otherwise modified from time to time.

“UK Security Documents” shall mean the UK Charge over Shares, the UK Security Agreement each other security document or pledge agreement delivered in accordance with the laws of England and Wales to create a valid, perfected security interest in any property as collateral for all or part of the Secured Obligations and/or the Guaranteed Obligations.

“UK Term Commitments” shall mean, with respect to each UK Term Lender, the commitment, if any, of such Lender to make the UK Term Loans hereunder on the Closing Date in the amount set forth on Schedule I to the Lender Addendum executed and delivered by such Lender. The aggregate amount of the Lenders’ UK Term Commitments on the Closing Date is the Dollar Equivalent of $10,000,000.

“UK Term Lenders” shall mean a Lender with a UK Term Commitment or an outstanding UK Term Loan.

39

“UK Term Loans” shall mean the term loans made by UK Term Lenders to US Borrower pursuant to Section 2.01(a). Each UK Term Loan shall be a Eurodollar Term Loan.

“United Kingdom” shall mean the United Kingdom of Great Britain and Northern Ireland.

“United States” shall mean the United States of America.

“US Administrative Agent” shall have the meaning assigned to such term in the preamble hereto and includes each other person appointed as the successor pursuant to Article IX and Section 10.04(a).

“US Borrower” shall have the meaning assigned to such term in the preamble hereto.

“US Collateral Agent” shall have the meaning assigned to such term in the preamble hereto.

“US Mortgage” shall have the meaning assigned to such term in Section 3.20(c).

“US Obligations” shall mean (a) obligations of US Borrower and the other Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by US Borrower and the other Loan Parties under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of Reimbursement Obligations, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of US Borrower and the other Loan Parties under this Agreement and the other Loan Documents with respect to obligations of US Borrower and the guarantors thereof, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of US Borrower and the other Loan Parties under or pursuant to this Agreement and the other Loan Documents with respect to obligations of US Borrower and the guarantors thereof. Notwithstanding anything herein to the contrary, the term “US Obligations” shall only refer to obligations of US Borrower and its Domestic Subsidiaries hereunder (including with respect to any guarantees pursuant to Article VII) and under the other Loan Documents and shall not refer to obligations of Canadian Borrower or any Foreign Subsidiary.

“US Pledge Agreement” shall mean the pledge agreement, dated as of the Closing Date, by Holdings, US Borrower and certain Domestic Subsidiaries, governed by New York law, in favor of the Collateral Agents, as the same may from time to time be modified, amended, extended or reaffirmed in accordance with the terms thereof.

“US Revolving Loans” shall mean each Revolving Loan denominated in dollars.

“US Secured Parties” shall mean US Administrative Agent, US Collateral Agent, each Lender that holds US Term Loans, Acquisition Loans or UK Term Loans or has Revolving Commitments (excluding Canadian Revolving Commitments).

40

“US Securities Collateral” shall have the meaning assigned to such term in the US Security Agreement.

“US Security Agreement” shall mean the Security Agreement substantially in the form of Exhibit M dated as of the Closing Date by Holdings, US Borrower and each Domestic Subsidiary of US Borrower (other than Mozaic and its Subsidiaries) in favor of US Collateral Agent, as the same may from time to time be modified, amended, extended or reaffirmed in accordance with the terms thereof.

“US Security Agreement Collateral” means the “Collateral” as defined in the US Security Agreement.

“US Term Commitments” shall mean, with respect to each Lender, the commitment, if any, of such Lender to make the US Term Loans hereunder on the Closing Date in the amount set forth on Schedule I to the Lender Addendum executed and delivered by such Lender. The aggregate amount of the Lenders’ US Term Commitments on the Closing Date is $88,700,000.

“US Term Lender” shall mean a Lender with a US Term Commitment or an outstanding US Term Loan.

“US Term Loans” shall mean the term loans made by the Lenders to US Borrower pursuant to Section 2.01(a). Each US Term Loan shall be either a ABR Term Loan or a Eurodollar Term Loan.

“Voting Stock” shall mean, with respect to any person, any class or classes of Equity Interests pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the Board of Directors of such person.

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

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Working Capital Adjustment” shall mean any adjustment to the purchase price for the Acquired Business required pursuant to Section 3.04 of the Acquisition Agreement.

SECTION 1.02 Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).

SECTION 1.03 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise

41

(a) any definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any person shall be construed to include such person’s successors and assigns, (c) the words “herein,” “hereof and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirely and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time, (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (g) “on,” when used with respect to the Mortgaged Property or any property adjacent to the Mortgaged Property, means “on, in, under, above or about.”

SECTION 1.04 Accountin Terms; GAAP. Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAP, as in effect on the date hereof, unless otherwise agreed to by Borrowers and the Required Lenders. Notwithstanding the foregoing, upon the request of US Borrower, the parties hereto agree to enter into negotiations to amend the financial covenants and other terms of this Agreement if there occurs any change in GAAP or the rules promulgated with respect thereto that have a material effect on the financial statements of US Borrower and its Subsidiaries, so as to equitably reflect such changes with the desired result that the criteria for evaluating the financial condition of US Borrower and its Subsidiaries and such other terms shall be the same in all material respects after such changes as if such changes had not been made. All amounts used for purposes of financial calculations required to be made herein shall be without duplication.

SECTION 1.05 Resolution of Drafting Ambiguities. Each Loan Party acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of the Loan Documents to which it is a party, that it and its counsel reviewed and participated in the preparation and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation hereof or thereof.

ARTICLE II.

THE CREDITS

SECTION 2.01 Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth:

(a) (i) each US Term Lender agrees, severally and not jointly, to make a US Term Loan to US Borrower on the Closing Date in the principal amount not to exceed its US Term Commitment; (ii) each Canadian Term Lender agrees, severally and not jointly, to make a Canadian Term Loan to Canadian Borrower on the Closing Date in the principal amount not to exceed its Canadian Term Commitment; and (iii) each UK Term Lender agrees, severally and not jointly, to make a UK Term Loan to US Borrower on the Closing Date in the principal amount not to exceed its UK Term Commitment;

(b) each Revolving Lender agrees, severally and not jointly, to make US Revolving Loans to US Borrower, at any time and from time to time on or after the Closing Date until the earlier of the Revolving Maturity Date and the termination of the Revolving Commitment of such Lender in

42

accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment;

(c) each Canadian Revolving Lender agrees, severally and not jointly, to make Canadian Revolving Loans to Canadian Borrower, at any time and from time to time on or after the Closing Date until the earlier of the Revolving Maturity Date and the termination of the Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in (i) such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment, (ii) such Lender’s Canadian Exposure exceeding such Lender’s Canadian Revolving Commitment, (iii) the aggregate amount of outstanding Canadian Revolving Loans exceeding the aggregate Canadian Revolving Commitments less the aggregate amount of outstanding Canadian Term Loans and (iv) a violation or breach of the Senior Subordinated Note Documents; and

(d) each Acquisition Lender agrees, severally and not jointly, to make Acquisition Loans to US Borrower at any time and from time to time during the Acquisition Loan Availability Period in an aggregate principal amount not to exceed its Acquisition Commitment.

Amounts paid or prepaid in respect of Term Loans and the Acquisition Loans may not be reborrowed. Within the limits set forth in clauses (b) and (c) above and subject to the terms, conditions and limitations set forth herein, Borrowers may borrow, pay or prepay and reborrow Revolving Loans, including Canadian Revolving Loans.

SECTION 2.02 Loans.

(a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(f)(ii), (A) (x) ABR Loans in dollars comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 (or in the case of the Canadian Loans Can. $500,000 and Can. $1,000,000 respectively), (ii) in the case of UK Term Loans, the principal amount of the prior Borrowing (or such other amount as may be approved by the US Administrative Agent) or (iii) equal to the remaining available balance of the applicable Commitments and (B) Canadian Prime Rate Loans and Bankers’ Acceptances in Canadian dollars comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of Can $500,000 and not less than Can $l,000,000 or (ii) equal to the remaining available balance of the applicable Commitments.

(b) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans, Eurodollar Loans, Canadian Prime Rate Loans or Bankers’ Acceptances as the applicable Borrower (or Administrative Borrower on behalf of such Borrower) may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of such Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that such Borrower (or Administrative Borrower on behalf of such Borrower) shall not be entitled to request any Borrowing that, if made, would result in more than fifteen Eurodollar Borrowings outstanding hereunder at any one time.

43

For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.

(c) Except with respect to Canadian Loans (other than those made on the Closing Date) and Loans deemed made pursuant to Section 2.18(f)(ii), each applicable Lender shall make each applicable Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as US Administrative Agent may designate not later than 11:00 a.m., New York City time, and US Administrative Agent shall promptly credit the amounts so received to an account as directed by the applicable Borrower (or Administrative Borrower on behalf of such Borrower) in the applicable Borrowing Request maintained with US Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. With respect to each Canadian Loan (other than those made on the Closing Date), each applicable Lender shall make each Canadian Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in Toronto, Canada as Canadian Administrative Agent may designate not later than 11:00 a.m., New York City time, and Canadian Administrative Agent shall promptly credit the amounts so received to an account as directed by Canadian Borrower (or Administrative Borrower on behalf of Canadian Borrower) in the applicable Borrowing Request maintained with Canadian Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.

(d) Unless the applicable Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the applicable Administrative Agent such Lender’s portion of such Borrowing, such Administrative Agent may assume that such Lender has made such portion available to such Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and such Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the applicable Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to such Administrative Agent, each of such Lender and Borrowers severally agrees to repay to such Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the applicable Borrower until the date such amount is repaid to such Administrative Agent at (i) in the case such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by such Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to such Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrowers’ obligation to repay such Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

(e) Notwithstanding any other provision of this Agreement, a Borrower (or Administrative Borrower on behalf of such Borrower) shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or Term Loan Maturity Date, as applicable.

SECTION 2.03 Borrowing Procedure.

(a) To request an Acquisition Borrowing or US Term Borrowing, US Borrower (or Administrative Borrower on behalf of US Borrower) shall deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to US Administrative Agent (i) in the case of a Eurodollar Borrowing in dollars, not later than 11:00 a.m., New York City time, three Business Days before the date

44

of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 9:00 a.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02:

(i) whether the requested Borrowing is to be a Borrowing of Acquisition Loans or US Term Loans;

(ii) the aggregate amount for such Borrowing;

(iii) the date of such Borrowing, which shall be a Business Day;

(iv) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

(v) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;

(vi) the location and number of US Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c);

(vii) that the conditions set forth in Sections 4.02(b)-(d) have been satisfied as of the date of the notice; and

(viii) in the case of an Acquisition Borrowing, that the conditions set forth in Section 4.03 have been satisfied as of the date of such notice.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then US Borrower (or Administrative Borrower on behalf of US Borrower) shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, US Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

(b) To request a UK Term Borrowing, US Borrower (or Administrative Borrower on behalf of US Borrower) shall deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to US Administrative Agent not later than 9:00 a.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02:

(i) the aggregate amount for such Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;

(iv) the location and number of US Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and

45

(v) that the conditions set forth in Sections 4.02(b)-(d) have been satisfied as of the date of the notice.

If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then US Borrower (or Administrative Borrower on behalf of US Borrower) shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, US Administrative Agent shall advise each UK Term Lender of the details thereof and of the amount of such UK Term Lender’s UK Term Loan to be made as part of the requested Borrowing.

(c) To request a Canadian Term Borrowing, Canadian Borrower (or Administrative Borrower on behalf of Canadian Borrower) shall deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to Canadian Administrative Agent not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02:

(i) the aggregate amount for such Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be a Eurodollar Borrowing, a Bankers’ Acceptance or Canadian Prime Rate Loan;

(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;

(v) the location and number of Canadian Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and

(vi) that the conditions set forth in Sections 4.02(b)-(d) have been satisfied as of the date of the notice.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Canadian Prime Rate Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing or Bankers’ Acceptance, then Canadian Borrower (or Administrative Borrower on behalf of Canadian Borrower) shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Canadian Administrative Agent shall advise each Canadian Term Lender of the details thereof and of the amount of such Canadian Term Lender’s Canadian Term Loan to be made as part of the requested Borrowing.

(d) To request a Revolving Borrowing, the applicable Borrower (or Administrative Borrower on behalf of such Borrower) shall deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the Administrative Agents (i) in the case of a Eurodollar Borrowing in dollars or a Bankers’ Acceptance, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing, (ii) in the case of an ABR Borrowing, not later than 9:00 a.m., New York City time, on the date of the proposed Borrowing or (iii) in the case of a Borrowing of Canadian Prime Rate Loans, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02:

(i) the aggregate amount and Approved Currency for such Borrowing;

46

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing, or if such Borrowing is a Canadian Loan, whether such Borrowing is to be a Eurodollar Borrowing, a Bankers’ Acceptance or Canadian Prime Rate Loan;

(iv) in the case of a Eurodollar Borrowing or a Bankers’ Acceptance, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;

(v) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c);

(vi) an officer’s certificate to the effect that, after giving effect to such Borrowing, the outstanding principal balance of Revolving Loans used for Permitted Acquisitions does not exceed $20,000,000; and

(vii) that the conditions set forth in Sections 4.02(b)-(d) have been satisfied as of the date of the notice.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing in dollars (or, in the case of a Canadian Loan in Canadian dollars, a Canadian Prime Rate Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Borrowing or Bankers’ Acceptance, then such Borrower (or Administrative Borrower on behalf of such Borrower) shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agents shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

(e) Bankers’ Acceptances.

(i) Canadian Administrative Agent. On each date that a Bankers’ Acceptance is to be accepted hereunder, Canadian Administrative Agent shall advise Canadian Borrower as to Canadian Administrative Agent’s determination of the applicable Discount Rate for the Bankers’ Acceptance which any of the Canadian Lenders have agreed to purchase.

(ii) Purchase. Each Canadian Lender shall purchase a Bankers’ Acceptance accepted by it, and Canadian Borrower shall sell such Bankers’ Acceptance at the applicable Discount Rate. The relevant Canadian Lender shall provide to Canadian Administrative Agent on the date of the related Borrowing the Discount Proceeds less the Acceptance Fee payable by Canadian Borrower with respect to such Bankers’ Acceptance.

(iii) Sale. Each Canadian Lender may from time to time hold, sell, rediscount or otherwise dispose of any or all Bankers’ Acceptances accepted and purchased by it.

(iv) Power of Attorney for the Execution of Bankers’ Acceptances. To facilitate the issuance of Bankers’ Acceptances, Canadian Borrower hereby appoints each Canadian Lender as its attorney to sign and endorse on its behalf, in handwriting or facsimile or mechanical signature as and when deemed necessary by such Canadian Lender, blank forms of Bankers’

47

Acceptances. In this respect, it is each Canadian Lender’s responsibility to maintain an adequate supply of blank forms of Bankers’ Acceptances for acceptance under this Agreement. Canadian Borrower recognizes and agrees that all Bankers’ Acceptances signed and/or endorsed on its behalf by a Canadian Lender shall bind Canadian Borrower as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of Canadian Borrower. Each Canadian Lender is hereby authorized to issue such Bankers’ Acceptances endorsed in blank in such face amounts as may be determined by such Canadian Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Bankers’ Acceptances required to be accepted and purchased by such Canadian Lender. No Canadian Lender shall be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except for the gross negligence or willful misconduct of such Canadian Lender. Each Canadian Lender shall maintain a record with respect to Bankers’ Acceptances held by it in blank hereunder, voided by it for any reason, accepted and purchased by it hereunder, and canceled at their respective maturities.

(v) Execution. Drafts drawn by Canadian Borrower to be accepted as Bankers’ Acceptances shall be signed by a duly authorized officer or officers of Canadian Borrower or by its attorneys-in-fact, including attorneys-in-fact appointed pursuant to this Section. Notwithstanding that any person whose signature appears on any Bankers’ Acceptance may no longer be an authorized signatory for Canadian Borrower at the time of issuance of a Bankers’ Acceptance, that signature shall nevertheless be valid and sufficient for all purposes as if the authority had remained in force at the time of issuance and any Bankers’ Acceptance so signed shall be binding on Canadian Borrower.

(vi) Issuance. Canadian Administrative Agent, promptly following receipt of a Borrowing Request or Interest Election Request for Bankers’ Acceptances, shall advise the Canadian Lenders of the notice and the face amount of Bankers’ Acceptances to be accepted by it and the applicable Interest Period (which shall be identical for all Canadian Lenders). The aggregate face amount of Bankers’ Acceptances to be accepted by a Canadian Lender shall be determined by reference to such Canadian Lender’s Pro Rata Percentage of the issue of Bankers’ Acceptances, except that, if the face amount of a Bankers’ Acceptance which would otherwise be accepted by a Canadian Lender would not be Can $1,000,000 or a whole multiple thereof, the face amount shall be increased or reduced by Canadian Administrative Agent in its sole discretion to Can $100,000, or the nearest whole multiple of that amount, as appropriate; provided that after such issuance, no Canadian Revolving Lender shall have aggregate outstanding Canadian Revolving Exposure in excess of its Canadian Revolving Commitment.

(vii) Waiver of Presentment and Other Conditions. Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to any Canadian Lender in respect of a Bankers’ Acceptance accepted and purchased by it pursuant to this Agreement which might exist solely by reason of the Bankers’ Acceptance being held, at the maturity thereof, by such Canadian Lender in its own right and Canadian Borrower agrees not to claim any days of grace if the Canadian Lender as holder sues or otherwise commences legal proceedings against Canadian Borrower on the Bankers’ Acceptance for payment of the amount payable by Canadian Borrower thereunder.

(viii) BA Equivalent Loans by Non-BA Lenders. Whenever Canadian Borrower (or Administrative Borrower on behalf of Canadian Borrower) requests a Canadian Loan under this Agreement by way of Bankers’ Acceptances, each Non-BA Lender (or, at its option, any other Canadian Lender), shall, in lieu of accepting a Bankers’ Acceptance, make a BA Equivalent Loan in an amount equal to such Non-BA Lender’s Canadian Pro Rata Percentage of such Revolving Loan.

(ix) Terms Applicable to Discount Notes. As set out in the definition of “Bankers’ Acceptances,” that term includes Discount Notes and all terms of this Agreement applicable to

48

Bankers’ Acceptances shall apply equally to Discount Notes evidencing BA Equivalent Loans with such changes as may in the context be necessary. For greater certainty:

(1) the term of a Discount Note shall be the same as the Interest Period for Bankers’ Acceptances accepted and purchased on the same date in respect of the same Canadian Loan;

(2) an acceptance fee will be payable in respect of a Discount Note and shall be calculated at the same rate and in the same manner as the Acceptance Fee in respect of a Bankers’ Acceptance; and

(3) the Discount Rate applicable to a Discount Note shall be the Discount Rate applicable to BA Equivalent Loans on the same date in respect of the same Canadian Loan.

Notwithstanding the foregoing, it is understood and agreed that any Non-BA Lender may agree, in lieu of receiving any Discount Notes, that such Discount Notes may be uncertificated and the applicable BA Equivalent Loan shall be evidenced by a loan account, which such Non-BA Lender shall maintain in its name, and in such event such loan account shall be entitled to all the benefits of Discount Notes in respect of BA Equivalent Loans.

(x) Depository Bills and Notes Act. At the option of Canadian Borrower and any Canadian Lender, Bankers’ Acceptances under this Agreement to be accepted by such Canadian Lender may be issued in the form of depository bills for deposit with the Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section.

(xi) Prepayments and Mandatory Payments. If at any time any Bankers’ Acceptances are to be paid prior to their maturity, Canadian Borrower shall be required to deposit the face amount of such of such Bankers’ Acceptances being prepaid in an interest-bearing cash collateral account with Canadian Administrative Agent until the date of maturity of such Bankers’ Acceptances. The cash collateral account shall be under the sole control of Canadian Administrative Agent and shall be subject to no Liens, except for Liens in favor of Canadian Administrative Agent in its capacity as such. Except as contemplated by this Section, neither Canadian Borrower nor any person claiming on its behalf shall have any right to any of the cash in the cash collateral account. Canadian Administrative Agent shall apply the cash held in the cash collateral account to the face amount of such Bankers’ Acceptances at maturity, whereupon any cash remaining in the cash collateral account shall be released by Canadian Administrative Agent to Canadian Borrower.

SECTION 2.04 Evidence of Debt; Repayment of Loans.

(a) Promise to Repay. US Borrower hereby unconditionally promises to pay (i) to US Administrative Agent for the account of each US Term Lender, the principal amount of each US Term Loan of such US Term Lender as provided in Section 2.09(a), (ii) to US Administrative Agent for the account of each UK Term Lender, the principal amount of each UK Term Loan of such UK Term Lender as provided in Section 2.09(d), (iii) to US Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each US Revolving Loan of such Revolving Lender on the Revolving Maturity Date, (iv) to US Administrative Agent for the account of each Acquisition Lender, the principal amount of each Acquisition Loan of such Acquisition Lenders as provided in Section 2.09(b) and (v) to the Swingline Lender, the then unpaid principal amount of such Swingline Loan issued by Swingline Lender on the earlier of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such

49

Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, US Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. Canadian Borrower hereby unconditionally promises to pay (x) to Canadian Administrative Agent for the account of each Canadian Term Lender, the principal amount of each Canadian Term Loan of such Canadian Term Lender as provided in Section 2.09(c), and (y) to Canadian Administrative Agent for the account of each Canadian Revolving Lender, the then unpaid principal amount of each Canadian Revolving loan of such Canadian Revolving Lender on the Revolving Maturity Date. All payments or repayments of Loans made pursuant to this Section 2.04(a) shall be made in the Approved Currency in which such Loan is denominated.

(b) Lender and Administrative Agent Records. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of Borrowers to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. The applicable Administrative Agent shall maintain accounts in which it will record (i) the amount and Approved Currency of each Loan made hereunder, the Type and Class thereof and the Interest Period applicable thereto; (ii) the amount of any principal or interest due and payable or to become due and payable from Borrowers to each Lender hereunder; and (iii) the amount of any sum received by such Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The entries made in the accounts maintained pursuant to this paragraph shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided that the failure of any Lender or such Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of Borrowers to repay the Loans in accordance with their terms.

(c) Promissory Notes. Any Lender by written notice to Borrowers (with a copy to the Administrative Agents) may request that Loans of any Class made by it be evidenced by a promissory note (unless already evidenced by a Bankers’ Acceptance). In such event, the applicable Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in the form of Exhibit K-1, K-2, K-3, K-4 or K-5, as the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 10.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

SECTION 2.05 Fees.

(a) Commitment Fee, Borrowers agree to pay to US Administrative Agent (for distribution as the Administrative Agents may separately agree) for the account of each Lender a commitment fee (a “Commitment Fee”) equal to the relevant Applicable Fee per annum on the average daily unused amount of the Revolving Commitment and Acquisition Commitment of such Lender during the period from and including the date hereof to but excluding the date on which such Commitment terminates. Accrued Commitment Fees shall be payable in arrears (A) on the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and (B) on the date on which such Commitment terminates. Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing Commitment Fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose).

50

(b) Administrative Agent Fees. Borrowers agree to pay to the applicable Administrative Agent, for its own account, the administrative fees payable in the amounts and at the times separately agreed upon between Borrowers and such Administrative Agent (the “Administrative Agent Fees”).

(c) LC and Fronting Fees. US Borrower agrees to pay (i) to US Administrative Agent for the account of each Revolving Lender a participation fee (“LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue at a rate equal to the Applicable Margin from time to time used to determine the interest rate on Eurodollar Revolving Loans pursuant to Section 2.06 on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations), as appropriate, during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee (“Fronting Fee”), which shall accrue at the rate of 0.25% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Participation Fees and Fronting Fees shall be payable in arrears (i) on the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the Closing Date, and (ii) on the date on which the Revolving Commitments terminate. Any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand therefor. All LC Participation Fees and Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(d) All Fees shall be paid on the dates due, in immediately available funds in dollars, to the applicable Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Borrowers shall pay the Fronting Fees directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

SECTION 2.06 Interest on Loans.

(a) ABR Loans. Subject to the provisions of Section 2.06(e), the Loans comprising each ABR Borrowing, including each Swingline Loan, shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin in effect from time to time.

(b) Canadian Prime Rate Loans. Subject to Section 2.06(e), the Loans comprising each Canadian Prime Rate Borrowing shall bear interest at a rate per annum equal to the Canadian Prime Rate plus the Applicable Margin in effect from time to time.

(c) Eurodollar Loans. Subject to the provisions of Section 2.06(e), the Loans comprising each Eurodollar Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBOR Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin in effect from time to time.

(d) Bankers’ Acceptances. Subject to Section 2.06(e), upon acceptance of a Bankers’ Acceptance by a Lender, Canadian Borrower shall pay to Canadian Administrative Agent on behalf of such Lender a fee (the “Acceptance Fee”) calculated on the face amount of such Bankers’

51

Acceptance at a rate per annum equal to the Applicable Margin on the basis of the number of days in the Interest Period applicable to such Bankers’ Acceptance and a year of 365 or 366 days, as applicable.

(e) Default Rate. Notwithstanding the foregoing, during an Event of Default, all Secured Obligations shall, to the extent permitted by applicable law, bear interest, after as well as before judgment, at a per annum rate equal to (i) in the case of principal and premium, if any, of or interest on any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.06 or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Revolving Loans or Canadian Prime Rate Loans as provided in Section 2.06(a) or (b) (in either case, the “Default Rate”).

(f) Interest Payment Dates. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to Section 2.06(e) shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan, Canadian Prime Rate Loan or a Swingline Loan without a permanent reduction in Revolving Commitments), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(g) Interest Calculation. All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate, the Canadian Prime Rate, Eurodollar Loans denominated in pounds or Bankers’ Acceptances shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Canadian Prime Rate, Adjusted LIBOR Rate or Acceptance Fee shall be determined by the applicable Administrative Agent in accordance with the provisions of this Agreement and such determination shall be conclusive absent manifest error.

(h) Currency for Payment of Interest. All interest paid or payable pursuant to this Section 2.06 shall be paid in the Approved Currency in which the Loan giving rise to such interest is denominated and all Canadian Revolving Loans shall be payable in the currency in which they were made.

(i) Interest Act (Canada). For the purposes of the Interest Act (Canada), in any case in which an interest or fee rate is stated in this Agreement to be calculated on the basis of a number of days that is other than the number in a calendar year, the yearly rate, to which such interest or fee rate is equivalent, is equal to such interest or fee rate multiplied by the actual number of days in the year in which the relevant interest or fee payment accrues and divided by the number of days used as the basis for such calculation.

SECTION 2.07 Termination and Reduction of Commitments.

(a) Termination of Commitments. The Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Closing Date. The Revolving Commitments, the Swingline Commitment and the LC Commitment shall automatically terminate on the Revolving Maturity Date. The Acquisition Commitments shall automatically terminate upon the expiration of the Acquisition Loan Availability Period. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on December 31, 2005, if the initial Credit Extension shall not have occurred by such time.

52

(b) Optional Terminations and Reductions. At their option, Borrowers may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) the Revolving Commitments shall not be terminated or reduced if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the aggregate amount of Revolving Exposures would exceed the aggregate amount of Revolving Commitments. Any permanent reduction of the Revolving Commitments shall result in a pro rata permanent reduction in the Canadian Revolving Commitments.

(c) Borrower Notice. Borrowers shall notify the Administrative Agents in writing of any election to terminate or reduce the Commitments under Section 2.07(b) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agents shall advise the Lenders of the contents thereof. Each notice delivered by Borrowers pursuant to this Section shall be irrevocable. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

SECTION 2.08 Interest Elections.

(a) Generally. Each Revolving Borrowing, Acquisition Borrowing and Term Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing and Bankers’ Acceptance, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the applicable Borrower (or Administrative Borrower on behalf of such Borrower) may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing or a Bankers’ Acceptance, may elect Interest Periods therefor, all as provided in this Section (except that only Canadian Borrower may elect Canadian Prime Rate Borrowings or Bankers’ Acceptances). The applicable Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. Notwithstanding anything to the contrary, the applicable Borrower (or Administrative Borrower on behalf of such Borrower) shall not be entitled to request any conversion or continuation that, if made, would result in more than fifteen Eurodollar Borrowings or Bankers’ Acceptances having more than fifteen different Interest Periods being outstanding hereunder at any one time. This Section shall not apply to Borrowings of Swingline Loans, which may not be converted or continued.

(b) Interest Election Notice. To make an election pursuant to this Section, the applicable Borrower (or Administrative Borrower on behalf of such Borrower) shall deliver, by hand delivery or telecopier, a duly completed and executed Interest Election Request to the applicable Administrative Agent not later than the time that a Borrowing Request would be required under Section 2.03 if such Borrower (or Administrative Borrower on behalf of such Borrower) were requesting a Revolving Borrowing, Acquisition Borrowing or Term Borrowing of the Type resulting from such election to be made on the effective date of such election. Each Interest Election Request shall be irrevocable. Each Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, or if outstanding Borrowings are being combined, allocation to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii), (iv) and (v) below shall be specified for each resulting Borrowing);

53

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) the Approved Currency of the resulting Borrowing;

(iv) whether the resulting Borrowing is to be an ABR Borrowing, Canadian Prime Rate Borrowing, a Eurodollar Borrowing or an advance by way of Bankers’ Acceptance; and

(v) if the resulting Borrowing is a Eurodollar Borrowing or an advance by way of a Bankers’ Acceptance, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurodollar Borrowing or an advance by way of a Bankers’ Acceptance but does not specify an Interest Period, then such Borrower (or Administrative Borrower on behalf of such Borrower) shall be deemed to have selected an Interest Period of one month’ s duration.

Promptly following receipt of an Interest Election Request, such Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(c) Automatic Conversion to ABR Borrowing or Canadian Prime Rate Borrowing. If an Interest Election Request with respect to a Eurodollar Borrowing or a Bankers’ Acceptance is not timely delivered prior to the end of the Interest Period applicable thereto, then, unless such Borrowing or a Bankers’ Acceptance is repaid as provided herein, at the end of such Interest Period such Borrowing or a Bankers’ Acceptance other than a Borrowing of Canadian Loans shall be converted to (i) in the case of a Revolving Borrowing, an ABR Borrowing and (ii) in the case of a Bankers’ Acceptance, to a Canadian Prime Rate Borrowing. Eurodollar Borrowings denominated in Canadian dollars shall not be converted to an ABR Borrowing, but shall be prepaid by Canadian Borrower on the last day of such Interest Period in the circumstance described above. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing, the applicable Administrative Agent or the Required Lenders may require, by notice to the applicable Borrower, that (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing or a Bankers’ Acceptance and (ii) unless repaid, each Eurodollar Borrowing other than a Borrowing of Canadian Loans shall be converted to an ABR Borrowing and each Bankers’ Acceptance shall be converted into a Canadian Prime Rate Loan, in each case, at the end of the Interest Period applicable thereto.

SECTION 2.09 Amortization of Term Borrowings and Acquisition Borrowings.

(a) US Borrower shall pay to US Administrative Agent, for the account of the US Term Lenders, on the last day of each fiscal quarter of US Borrower ending prior to the Term Loan Maturity Date and on the Term Loan Maturity Date, or if any such date is not a Business Day, on the immediately preceding Business Day (each such date, a “Term Loan Repayment Date”), a principal amount of the US Term Loans equal to (i) in the case of each Term Loan Repayment Date that is not the last Term Loan Repayment Date, 0.25% of the aggregate principal amount of the US Term Loans outstanding on the Closing Date (as adjusted from time to time pursuant to Section 2.10(h)), and (ii) in the case each of the last Term Loan Repayment Date, the aggregate principal amount of US Term Loans outstanding on such Term Loan Repayment Date (as adjusted from time to time pursuant to Section 2.10(h)), together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. To the extent not previously paid, all US Term Loans shall be due and payable on the Term Loan Maturity Date.

54

(b) US Borrower shall pay to US Administrative Agent, for the account of the US Term Lenders, on the last day of each fiscal quarter of US Borrower ending prior to the Term Loan Maturity Date and on the Term Loan Maturity Date, or if any such date is not a Business Day, on the immediately preceding Business Day (each such date, an “Acquisition Loan Repayment Date”), a principal amount of the Acquisition Loans equal to (i) in the case of each Acquisition Loan Repayment Date that is not the last Acquisition Loan Repayment Date, 0.25% of the aggregate principal amount of the Acquisition Loans outstanding (as adjusted from time to time pursuant to Section 2.10(h)), and (ii) in the case each of the last Acquisition Loan Repayment Date, the aggregate principal amount of Acquisition Loans outstanding on such Acquisition Loan Repayment Date (as adjusted from time to time pursuant to Section 2.10(h)), together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. To the extent not previously paid, all Acquisition Loans shall be due and payable on the Term Loan Maturity Date.

(c) Canadian Borrower shall pay to Canadian Administrative Agent, for the account of the Canadian Term Lenders on each Term Loan Repayment Date, a principal amount of the Canadian Term Loans equal to (i) in the case of each Term Loan Repayment Date that is not the last Term Loan Repayment Date, 0.25% of the aggregate principal amount of the Canadian Term Loans outstanding on the Closing Date (as adjusted from time to time pursuant to Section 2.10(h)), and (ii) in the case each of the last Term Loan Repayment Date, the aggregate principal amount of Canadian Term Loans outstanding on such Term Loan Repayment Date (as adjusted from time to time pursuant to Section 2.10(h)), together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. To the extent not previously paid, all Canadian Term Loans shall be due and payable on the Term Loan Maturity Date.

(d) US Borrower shall pay to US Administrative Agent, for the account of the UK Term Lenders on each Term Loan Repayment Date, a principal amount of the UK Term Loans equal to (i) in the case of each Term Loan Repayment Date that is not the last Term Loan Repayment Date, 0.25% of the aggregate principal amount of the UK Term Loans outstanding on the Closing Date (as adjusted from time to time pursuant to Section 2.10(h)), and (ii) in the case each of the last Term Loan Repayment Date, the aggregate principal amount of UK Term Loans outstanding on such Term Loan Repayment Date (as adjusted from time to time pursuant to Section 2.10(h)), together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. To the extent not previously paid, all UK Term Loans shall be due and payable on the Term Loan Maturity Date.

SECTION 2.10 Optional and Mandatory Prepayments of Loans.

(a) Optional Prepayments. Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, subject to the requirements of this Section 2.10; provided that each partial prepayment shall be in an amount, (i) in respect of any Acquisition Loan or Term Loan, that is an integral multiple of $500,000 (or, if applicable, Can$500,000 or GBP 500,000) and not less than $1,000,000 (or, if applicable, Can$1,000,000 or GBP 1,000,000), and (ii) in respect of any Revolving Loan, that is an integral multiple of $100,000 (or, if applicable, Can$100,000) and not less than $1,000,000 (or, if applicable, Can$1,000,000) or, in each case, if less, the outstanding principal amount of such Borrowing.

(b) Revolving Loan Prepayments.

(i) In the event of the termination of all the Revolving Commitments, Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Borrowings and all outstanding Swingline Loans and replace all outstanding Letters of Credit or cash

55

collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(j).

(ii) In the event of any partial reduction of the Revolving Commitments, then (x) at or prior to the effective date of such reduction, the Administrative Agents shall notify Borrowers and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then Borrowers shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and third, replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(j), in an aggregate amount sufficient to eliminate such excess.

(iii) In the event that (x) the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect (including on any date on which Dollar Equivalents are determined pursuant to Section 10.17) or (y) the sum of all Lenders’ Canadian Exposures exceeds the Canadian Revolving Commitments then in effect (including on any date on which Dollar Equivalents are determined pursuant to Section 10.17), then in each case, Borrowers shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(j), in an aggregate amount sufficient to eliminate such excess.

(iv) In the event that the aggregate LC Exposure exceeds the LC Commitment then in effect (including on any date on which Dollar Equivalents are determined pursuant to Section 10.17), Borrowers shall, without notice or demand, immediately replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(j), in an aggregate amount sufficient to eliminate such excess.

(v) Borrowings by way of Bankers’ Acceptance may only be prepaid by cash collateralizing the same in accordance with Section 2.03(e)(xi).

(c) Asset Sales. Not later than one Business Day following the receipt of any Net Cash Proceeds of any Asset Sale by US Borrower or any of its Subsidiaries, Borrowers shall make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that:

(i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.06(a), (c) or (f), (B) the disposition of property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than the Dollar Equivalent of $500,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than the Dollar Equivalent of $2,500,000 in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and

(ii) so long as no Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales shall not exceed the Dollar Equivalent of $5,000,000 in any fiscal year of Borrowers, such proceeds shall not be required to be so applied on such date to the extent that Borrowers shall have delivered an Officers’ Certificate to the Administrative Agents on or prior to such date stating that such Net Cash Proceeds are expected to be reinvested in fixed or capital assets within 270 days following the date of such Asset Sale (which Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided that if all or any portion of such Net Cash Proceeds is not so reinvested within such 270-day period, such unused portion shall be applied on the last

56

day of such period as a mandatory prepayment as provided in this Section 2.10(c); provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the applicable Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

(d) Debt Issuance or Preferred Stock Issuance. Not later than one Business Day following the receipt of any Net Cash Proceeds of any Debt Issuance or Preferred Stock Issuance by US Borrower or any of its Subsidiaries, Borrowers shall make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds.

(e) [Intentionally Omitted].

(f) Casualty Events. Not later than one Business Day following the receipt of any Net Cash Proceeds from a Casualty Event by US Borrower or any of its Subsidiaries, Borrowers shall make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that:

(i) so long as no Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that (A) in the event such Net Cash Proceeds shall exceed the Dollar Equivalent of $5,000,000, Borrowers shall have delivered an Officers’ Certificate to the Administrative Agents on or prior to such date stating that such proceeds are expected to be used, in each case, to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 270 days following the date of receipt of such proceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the applicable Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12 or (B) US Borrower or its Subsidiaries is obligated to make such repair under the terms of its lease or other Liens to which it is subject; and

(ii) if any portion of such Net Cash Proceeds shall not be so applied within such 270-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(f).

(g) Excess Cash Flow. No later than the earlier of (i) 90 days after the end of each Excess Cash Flow Period and (ii) ten days after the date on which the financial statements with respect to such fiscal year in which such Excess Cash Flow Period occurs are delivered pursuant to Section 5.01(a) Borrowers shall make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to 50% of Excess Cash Flow for the Excess Cash Flow Period then ended.

(h) Application of Prepayments. Prior to any optional prepayment of Revolving Loans hereunder, Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(h), subject to the provisions of this Section 2.10(h). Any prepayments of Term Loans or Acquisition Loans pursuant to Section 2.10(a), (c), (d), (f) or (g) shall be applied first to the Term Loans and second to the Acquisition Loans. In the case of any prepayment of Term Borrowings made at a time when Term Borrowings of more than one Class remain outstanding, the aggregate amount of such prepayment shall be allocated between the US Term Loans, Canadian Term Loans and UK Term Loans pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class. Any prepayment of Term Loans hereunder shall be applied to reduce scheduled prepayments required under Section 2.09, first, to such scheduled

57

repayments due on the Term Loan Repayment Dates occurring within the 12 months following such prepayment and, second, on a pro rata basis among the repayments remaining to be made on each other Term Loan Repayment Date. Any prepayment of Acquisition Loans hereunder shall be applied, first, to such scheduled repayments due on the Acquisition Loan Repayment Dates occurring within the 12 months following such prepayment and, second, on a pro rata basis among the repayments remaining to be made on each other Acquisition Loan Repayment Date. After application of mandatory prepayments of Term Loans and Acquisition Loans described above in this Section 2.10(h) and to the extent there are mandatory prepayment amounts remaining after such application, such amounts shall be applied to repay the Revolving Loans. Subject to the Secured Parties rights under Section 8.01 and notwithstanding Sections Section 2.10(c), (d), (f) and (g) and this Section 2.10(h), Borrowers shall not make a mandatory prepayment, and shall not be required to make a mandatory prepayment, of more than 25% of the original principal amount of any Canadian Term Loan at any time prior to the date which is one day after the fifth anniversary of the date of the Closing Date unless the making of such prepayment shall not result in the imposition of any Canadian withholding tax on such Term Loan. If Borrowers are required pursuant to Section 2.10 to prepay an amount equal to more than 25% of the original principal amount of any Canadian Term Loan at any time prior to the date which is one day after the fifth anniversary of the date of the Closing Date, subject to the Secured Parties rights under Section 8.01, such Borrower shall advise the Administrative Agent at the time of such prepayment as to the Canadian Term Loan to which such prepayment related and such amounts shall be applied in accordance with this Section 2.10(h) as if such Canadian Term Loans did not exist.

Amounts to be applied pursuant to this Section 2.10 to the prepayment of Term Loans, Acquisition Loans, and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans, ABR Acquisition Loans, ABR Revolving Loans and Canadian Prime Rate Loans, respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Term Loans, Eurodollar Acquisition Loans, Eurodollar Revolving Loans or Bankers’ Acceptances, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans and Canadian Prime Rate Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans and Canadian Prime Rate Loans shall be immediately prepaid and, at the election of the applicable Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the applicable Collateral Agent and applied to the prepayment of Eurodollar Loans or Bankers’ Acceptances on the last day of the then next-expiring Interest Period for the applicable Eurodollar Loans and Bankers’ Acceptances, as the case may be; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Administrative Agents may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13.

(i) Notice of Prepayment. The applicable Borrower shall notify the applicable Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing or Bankers’ Acceptances, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing or a Canadian Prime Rate Loan, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment and (iii) in the case of prepayment of a Swingline Loan, not later than 11:00 a.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable. Each such notice shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case

58

of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), such Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Credit Extension of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment, to repay the remaining outstanding principal amount of any Loan or to reimburse Issuing Bank for any LC Disbursement. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing and otherwise in accordance with this Section 2.10. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.06.

SECTION 2.11 Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(a) the applicable Administrative Agent determines (which determination shall be final and conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBOR Rate for such Interest Period; or

(b) the applicable Administrative Agent is advised in writing by the Required Lenders that the Adjusted LIBOR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

then such Administrative Agent shall give written notice thereof to the applicable Borrower and the Lenders as promptly as practicable thereafter and, until such Administrative Agent notifies such Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

(c) If prior to the commencement of any Interest Period relating to a Bankers’ Acceptance, Canadian Administrative Agent determines (which determination shall be final and conclusive absent manifest error) that, by reason of circumstances affecting the money markets, there is no active market for Bankers’ Acceptances or the demand for Bankers’ Acceptances is insufficient to allow the sale or trading of the Bankers’ Acceptances to be created hereunder, then:

(i) the right of Canadian Borrower (or Administrative Borrower on behalf of Canadian Borrower) to request a Canadian Revolving Loan by means of a Bankers’ Acceptance shall be suspended until such time as Canadian Administrative Agent determines that the circumstances causing such suspension no longer exist and Canadian Administrative Agent so notifies Canadian Borrower (or Administrative Borrower on behalf of Canadian Borrower);

(ii) any Borrowing Request which calls for the issuance of a Bankers’ Acceptance which is outstanding shall be cancelled and such Borrowing Request shall be deemed to be a request for a Canadian Prime Rate Loan in the face amount of the requested Bankers’ Acceptance;

(iii) any outstanding Interest Election Request requesting a conversion of a Canadian Prime Rate Loan into Bankers’ Acceptances or BA Equivalent Loan shall be deemed to be revoked; and

(iv) any outstanding Interest Election Request requesting a rollover of Bankers’ Acceptances or BA Equivalent Loans shall (unless revoked by Canadian Borrower before the Borrowing) be

59

deemed to be an Interest Election Request requesting a conversion of such Loans into Canadian Prime Rate Loans.

SECTION 2.12 Yield Protection.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in, by any Lender (except any reserve requirement reflected in the Adjusted LIBOR Rate) or the Issuing Bank;

(ii) subject any Lender or the Issuing Bank to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Loan made by it or any Bankers’ Acceptance purchased or accepted by it, or change the basis of taxation of payments to such Lender or the Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.15 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the Issuing Bank); or

(iii) impose on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Bankers’ Acceptance purchased or accepted by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan), or purchasing or accepting any Bankers’ Acceptance, or to increase the cost to such Lender, the Issuing Bank or such Lender’s or the Issuing Bank’s holding company, if any, of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or any other amount), then, upon written request of such Lender or the Issuing Bank (accompanied by a statement setting forth the basis for such request and a calculation of the amount thereof in reasonable detail), Borrowers will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender or the Issuing Bank reasonably determines (in good faith, but in its sole absolute discretion) that any Change in Law affecting such Lender or the Issuing Bank or any lending office of such Lender or such Lender’s or the Issuing Bank’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, Bankers’ Acceptances purchased or accepted by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then upon written request of such Lender or the Issuing Bank (accompanied by a statement setting forth the basis for such request and a calculation of the amount thereof in reasonable detail) from time to time Borrowers will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or

60

amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.12 and delivered to Borrowers shall be conclusive absent manifest error. Borrowers shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that Borrowers shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof).

SECTION 2.13 Breakage Payments. In the event of (a) the payment or prepayment, whether optional or mandatory, of any principal of any Eurodollar Loan earlier than the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan earlier than the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan or Term Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Eurodollar Loan earlier than the last day of the Interest Period applicable thereto as a result of a request by Borrowers pursuant to Section 2.16(b), then, in any such event, Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBOR Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the Eurodollar market. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.13 shall be delivered to Borrowers (with a copy to the Administrative Agents) and shall be conclusive and binding absent manifest error. Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

SECTION 2.14 Payments Generally; Pro Rata Treatment; Sharing of Setoffs.

(a) Payments Generally. Borrowers shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Section 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 2:00 p.m., New York City time), on the date when due, in immediately available funds, without setoff, deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the applicable Administrative Agent, be deemed to have been received on

61

the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the applicable Administrative Agent at the office designated by it from time to time, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The applicable Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each Loan Document shall be made in dollars, except as expressly specified otherwise.

(b) Pro Rata Treatment.

(i) Each payment by Borrowers of interest in respect of the Loans shall be applied to the amounts of such obligations owing to the Lenders pro rata according to the respective amounts then due and owing to the Lenders.

(ii) Each payment on account of principal of the Term Loans pursuant to Section 2.09 shall be allocated among the Term Loan Lenders pro rata based on the principal amount of the Term Loans held by the Term Loan Lenders. Each payment by US Borrower on account of the principal of the Acquisition Loans shall be allocated among the Acquisition Lenders pro rata based on the principal amount of the Acquisition Loans held by the Acquisition Lenders hereunder. Each payment by the applicable Borrower on account of principal of the Revolving Borrowings shall be allocated among the Revolving Lenders pro rata based on the principal amount of the Revolving Loans held by the Revolving Lenders.

(c) Insufficient Funds. If at any time insufficient funds are received by and available to the applicable Administrative Agent to pay fully all amounts of principal, Reimbursement Obligations, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal and Reimbursement Obligations then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and Reimbursement Obligations then due to such parties.

(d) Sharing of Set-Off. If any Lender (and/or the Issuing Bank, which shall be deemed a “Lender” for purposes of this Section 2.14(d)) shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other Obligations resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (i) notify the applicable Administrative Agent of such fact, and (ii) purchase (for cash at face value in dollars) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

62

(ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Borrowers pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to US Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.

(e) Borrowers Default. Unless the applicable Administrative Agent shall have received notice from any Borrower prior to the date on which any payment is due to such Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that such Borrower will not make such payment, such Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the applicable Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to such Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by such Administrative Agent in accordance with banking industry rules on interbank compensation.

(f) Lender Default. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.02(c), 2.14(e), 2.17(d), 2.18(e), 2.18(f) or 10.03(c), then the applicable Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by such Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

SECTION 2.15 Taxes.

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if the Loan Parties shall be required by applicable Requirements of Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section), the applicable Administrative Agent, the applicable Collateral Agent, Lender or Issuing Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Loan Party shall make such deductions and (iii) the applicable Loan Party shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Requirements of Law.

63

(b) Payment of Other Taxes by Borrowers. Without limiting the provisions of paragraph (a) above, Borrowers shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Requirements of Law.

(c) Indemnification by Borrowers. Borrowers shall indemnify the Agents, each Lender and the Issuing Bank, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Agents, such Lender or the Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability providing the basis for the calculation of such amount in reasonable detail delivered to Borrowers by a Lender or the Issuing Bank (with a copy to the Administrative Agents), or by the Agents on their own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error.

(d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by Borrowers to a Governmental Authority, Borrowers shall deliver to the Administrative Agents the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agents.

(e) Status of Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which US Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall, to the extent it may lawfully do so, deliver to US Borrower (with a copy to the Administrative Agents), at the time or times prescribed by applicable Requirements of Law or reasonably requested by US Borrower (or Administrative Borrower on behalf of US Borrower) or the Administrative Agents, such properly completed and executed documentation prescribed by applicable Requirements of Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by either Borrower (or Administrative Borrower on behalf of such Borrower) or either Administrative Agent, shall deliver such other documentation prescribed by applicable Requirements of Law or reasonably requested by either Borrower (or Administrative Borrower on behalf of such Borrower) or either Administrative Agent as will enable either Borrower or such Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the above two sentences, in the case of non-US withholding taxes, the completion, execution and submission of non-US forms shall not be required if in the Lender’s judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would be otherwise disadvantageous to such Lender in any material respect.

Without limiting the generality of the foregoing, any Foreign Lender shall, to the extent it may lawfully do so, deliver to US Borrower and the Administrative Agents (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of US Borrower (or Administrative Borrower on behalf of US Borrower) or either Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

(ii) duly completed copies of Internal Revenue Service Form W-8ECI,

64

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate, in substantially the form of Exhibit O, or any other form approved by the applicable Administrative Agent, to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service Form W-8BEN, or

(iv) any other form prescribed by applicable Requirements of Law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable Requirements of Law to permit Borrowers to determine the withholding or deduction required to be made.

(f) Treatment of Certain Refunds. If either Administrative Agent, a Lender or the Issuing Bank determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by Borrowers or with respect to which Borrowers have paid additional amounts pursuant to this Section, it shall pay to Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Borrowers under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of such Administrative Agent, such Lender or the Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that Borrowers, upon the request of either Administrative Agent, such Lender or the Issuing Bank, agree to repay the amount paid over to Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Administrative Agent, such Lender or the Issuing Bank in the event such Administrative Agent, such Lender or the Issuing Bank is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require either Administrative Agent, any Lender or the Issuing Bank to make available its tax returns (or any other information relating to its taxes that it deems confidential) to Borrowers or any other person. Notwithstanding anything to the contrary, in no event will any Administrative Agent, any Lender or the Issuing Bank be required to pay any amount to Borrowers the payment of which would place such Lender in a less favorable net after-tax position than such Lender would have been in if the additional amounts giving rise to such refund of any Indemnified Taxes or Other Taxes had never been paid.

SECTION 2.16 Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 2.12, or requires Borrowers to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. A certificate setting forth such costs and expenses submitted by such Lender to Borrowers shall be conclusive absent manifest error.

(b) Replacement of Lenders. If any Lender requests compensation under Section 2.12, or if Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, or if any Lender defaults in its obligation to fund Loans hereunder or if it becomes illegal for any Lender to continue to fund or

65

make any Eurodollar Borrowing, or if Borrowers exercise their replacement rights under Section 10.02(d), then Borrowers may, at their sole expense and effort, upon notice to such Lender and the applicable Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights and obligations under this Agreement and the other Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(i) Borrowers or such Eligible Assignee shall have paid to the applicable Administrative Agent the processing and recordation fee specified in Section 10.04(b);

(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.13), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrowers (in the case of all other amounts);

(iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments thereafter; and

(iv) such assignment does not conflict with applicable Requirements of Law.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrowers to require such assignment and delegation cease to apply.

SECTION 2.17 Swingline Loans.

(a) Swingline Commitment. Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to US Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $3,500,000 or (ii) the sum of the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, US Borrower may borrow, repay and reborrow Swingline Loans.

(b) Swingline Loans. To request a Swingline Loan, US Borrower (or Administrative Borrower on behalf of US Borrower) shall deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to US Administrative Agent and the Swingline Lender, not later than 2:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and the amount of the requested Swingline Loan. Each Swingline Loan shall be an ABR Loan. The Swingline Lender shall make each Swingline Loan available to US Borrower by means of a credit to the general deposit account of US Borrower with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.18(f), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. US Borrower (or Administrative Borrower on behalf of US Borrower) shall not request a Swingline Loan if at the time of or immediately after giving effect to the extension of credit contemplated by such request a Default has

66

occurred and is continuing or would result therefrom. Swingline Loans shall be made in minimum amounts of $1,000,000 and integral multiples of $500,000 above such amount.

(c) Prepayment. US Borrower shall have the right at any time and from time to time to repay any Swingline Loan, in whole or in part, upon giving written notice to the Swingline Lender and US Administrative Agent before 12:00 (noon), New York City time, on the proposed date of repayment.

(d) Participations. The Swingline Lender may at any time in its discretion by written notice given to US Administrative Agent (provided such notice requirement shall not apply if the Swingline Lender and US Administrative Agent are the same entity) not later than 11:00 a.m., New York City time, on the next succeeding Business Day following such notice require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans then outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, US Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Pro Rata Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to US Administrative Agent, for the account of the Swingline Lender, such Lender’s Pro Rata Percentage of the Swingline Loan or Swingline Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever (so long as such payment shall not cause such Lender’s Revolving Exposure to exceed such Lender’s Revolving Commitment). Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(c) with respect to Loans made by such Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and US Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. US Administrative Agent shall notify US Borrower of any participations in any Swingline Loan acquired by the Revolving Lenders pursuant to this paragraph, and thereafter payments in respect of the Swingline Loan shall be made to US Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from US Borrower (or other party on behalf of US Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to US Administrative Agent. Any such amounts received by US Administrative Agent shall be promptly remitted by US Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve US Borrower of any default in the payment thereof.

SECTION 2.18 Letters of Credit.

(a) General. Subject to the terms and conditions set forth herein, US Borrower (or Administrative Borrower on behalf of US Borrower) may request the Issuing Bank, and the Issuing Bank agrees, to issue Letters of Credit denominated in an Approved Currency, for its own account or the account of a Subsidiary in a form reasonably acceptable to US Administrative Agent and the Issuing Bank, at any time and from time to time during the Revolving Availability Period (provided that US Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Subsidiary). The Issuing Bank shall have no obligation to issue, and US Borrower (or Administrative Borrower on behalf of US Borrower) shall not request the issuance of, any Letter of Credit at any time if after giving effect to such issuance, the LC Exposure would exceed the LC Commitment or the total Revolving Exposure would exceed the total Revolving Commitments. In the

67

event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by US Borrower (or Administrative Borrower on behalf of US Borrower) to, or entered into by US Borrower (or Administrative Borrower on behalf of US Borrower) with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(b) Request for Issuance, Amendment, Renewal, Extension; Certain Conditions and Notices. To request the issuance of a Letter of Credit or the amendment, renewal or extension of an outstanding Letter of Credit, US Borrower (or Administrative Borrower on behalf of US Borrower) shall deliver, by hand or telecopier (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank), an LC Request to the Issuing Bank and US Administrative Agent not later than 11:00 a.m. on the third Business Day preceding the requested date of issuance, amendment, renewal or extension (or such later date and time as is acceptable to the Issuing Bank).

A request for an initial issuance of a Letter of Credit shall specify in form and detail satisfactory to the Issuing Bank:

(i) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day);

(ii) the amount and the Approved Currency thereof;

(iii) the expiry date thereof (which shall not be later than the close of business on the Letter of Credit Expiration Date);

(iv) the name and address of the beneficiary thereof;

(v) whether the Letter of Credit is to be issued for its own account or for the account of one of its Subsidiaries (provided that US Borrower shall be a co-applicant, and therefore jointly and severally liable, with respect to each Letter of Credit issued for the account of a Subsidiary);

(vi) the documents to be presented by such beneficiary in connection with any drawing thereunder;

(vii) the full text of any certificate to be presented by such beneficiary in connection with any drawing thereunder; and

(viii) such other matters as the Issuing Bank may require.

(c) A request for an amendment, renewal or extension of any outstanding Letter of Credit shall specify in form and detail satisfactory to the Issuing Bank:

(i) the Letter of Credit to be amended, renewed or extended;

(ii) the proposed date of amendment, renewal or extension thereof (which shall be a Business Day);

(iii) the nature of the proposed amendment, renewal or extension; and

(iv) such other matters as the Issuing Bank may require.

68

If requested by the Issuing Bank, US Borrower (or Administrative Borrower on behalf of US Borrower) also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and, upon issuance, amendment, renewal or extension of each Letter of Credit, US Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the LC Exposure shall not exceed the LC Commitment, (ii) the total Revolving Exposures shall not exceed the total Revolving Commitments, and (iii) the conditions set forth in Article IV in respect of such issuance, amendment, renewal or extension shall have been satisfied. Unless the Issuing Bank shall agree otherwise, no Letter of Credit shall be in an initial amount less than the Dollar Equivalent of $100,000, in the case of a Commercial Letter of Credit, or the Dollar Equivalent of $500,000, in the case of a Standby Letter of Credit.

Upon the issuance of any Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the Issuing Bank shall promptly notify US Administrative Agent, who shall promptly notify each Revolving Lender, thereof, which notice shall be accompanied by a copy of such Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.18(e). On the first Business Day of each calendar month, the Issuing Bank shall provide to US Administrative Agent a report listing all outstanding Letters of Credit and the amounts and beneficiaries thereof and US Administrative Agent shall promptly provide such report to each Revolving Lender.

(d) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) in the case of a Standby Letter of Credit, (x) the date which is one year after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (y) the Letter of Credit Expiration Date and (ii) in the case of a Commercial Letter of Credit, (x) the date that is 180 days after the date of issuance of such Commercial Letter of Credit (or, in the case of any renewal or extension thereof, 180 days after such renewal or extension) and (y) the Letter of Credit Expiration Date.

(e) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby irrevocably grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to US Administrative Agent, for the account of the Issuing Bank, such Revolving Lender’s Pro Rata Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by US Borrower on the date due as provided in Section 2.18(f), or of any reimbursement payment required to be refunded to US Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, or expiration, termination or cash collateralization of any Letter of Credit and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(f) Reimbursement.

(i) If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, US Borrower shall reimburse such LC Disbursement by paying to the Issuing Bank an amount equal to such LC Disbursement not later than 3:00 p.m., New York City time, on the date that

69

such LC Disbursement is made if US Borrower shall have received notice of such LC Disbursement prior to 11:00 a.m., New York City time, on such date, or, if such notice has not been received by US Borrower prior to such time on such date, then not later than 3:00 p.m., New York City time, on the Business Day immediately following the day that US Borrower receives such notice; provided that US Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with ABR Revolving Loans or Swingline Loans in an equivalent amount and, to the extent so financed, US Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Loans or Swingline Loans.

(ii) US Borrower fails to make such payment when due, the Issuing Bank shall notify US Administrative Agent and US Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from US Borrower in respect thereof and such Revolving Lender’s Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to US Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Lender shall have received such notice later than 12:00 noon, New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Revolving Lender’s Pro Rata Percentage of the unreimbursed LC Disbursement in the same manner as provided in Section 2.02(c) with respect to Revolving Loans made by such Revolving Lender, and US Administrative Agent will promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. US Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from US Borrower pursuant to the above paragraph prior to the time that any Revolving Lender makes any payment pursuant to the preceding sentence and any such amounts received by US Administrative Agent from US Borrower thereafter will be promptly remitted by US Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as appropriate.

(iii) If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to US Administrative Agent as provided above, each of such Revolving Lender and US Borrower severally agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with the foregoing to but excluding the date such amount is paid, to US Administrative Agent for the account of the Issuing Bank at (i) in the case of US Borrower, the rate per annum set forth in Section 2.18(i) and (ii) in the case of such Lender, at a rate determined by US Administrative Agent in accordance with banking industry rules or practices on interbank compensation.

(iv) All payments made pursuant to this Section 2.18(f) shall be in the Approved Currency in which the LC Disbursement giving rise to such payment is denominated.

(g) Obligations Absolute. The Reimbursement Obligations of US Borrower as provided in Section 2.18(f) shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein; (ii) any draft or other document presented under a Letter of Credit being proved to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that fails to comply with the terms of such Letter of Credit; (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.18, constitute a legal or equitable discharge of, or provide a right of setoff against, the obligations of US Borrower hereunder; (v) the fact that a Default shall have occurred and be continuing; or (vi) any material adverse change in the business, property, results of operations, prospects or condition, financial or otherwise, of US Borrower and its Subsidiaries.

70

None of the Agents, the Lenders, the Issuing Bank or any of their Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to US Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by Borrowers to the extent permitted by applicable Requirements of Law) suffered by US Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(h) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly give written notice to US Administrative Agent and US Borrower of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve US Borrower of its Reimbursement Obligation to the Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement (other than with respect to the timing of such Reimbursement Obligation set forth in Section 2.18(f)).

(i) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless US Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest payable on demand, for each day from and including the date such LC Disbursement is made to but excluding the date that US Borrower reimburses such LC Disbursement, at the rate per annum determined pursuant to Section 2.06(c). Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to Section 2.18(f) to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.

(j) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that US Borrower receives notice from US Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, US Borrower shall deposit on terms and in accounts satisfactory to US Collateral Agent, in the name of US Collateral Agent and for the benefit of the Revolving Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to US Borrower described in Section 8.01(g) or (h). Funds so deposited shall be applied by US Collateral Agent to reimburse the Issuing Bank for LC

71

Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of outstanding Reimbursement Obligations or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Obligations of US Borrower under this Agreement. If US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest or realized profits with respect to such amounts (to the extent not applied as aforesaid) shall be returned to US Borrower within three Business Days after all Events of Default have been cured or waived.

(k) Additional Issuing Banks. US Borrower may, at any time and from time to time, designate one or more additional Revolving Lenders to act as an issuing bank under the terms of this Agreement, with the consent of US Administrative Agent (which consent shall not be unreasonably withheld), the Issuing Bank and such Revolving Lender(s). Any Lender designated as an issuing bank pursuant to this paragraph (j) shall be deemed (in addition to being a Revolving Lender) to be the Issuing Bank with respect to Letters of Credit issued or to be issued by such Revolving Lender, and all references herein and in the other Loan Documents to the term “Issuing Bank” shall, with respect to such Letters of Credit, be deemed to refer to such Revolving Lender in its capacity as Issuing Bank, as the context shall require.

(l) Resignation or Removal of the Issuing Bank. The Issuing Bank may resign as Issuing Bank hereunder at any time upon at least 30 days’ prior notice to the Lenders, the Administrative Agents and US Borrower. The Issuing Bank may be replaced at any time by written agreement among Borrowers, each Agent, the replaced Issuing Bank and the successor Issuing Bank. US Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank or any such additional Issuing Bank. At the time any such resignation or replacement shall become effective, US Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.05(c). From and after the effective date of any such resignation or replacement or addition, as applicable, (i) the successor or additional Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued by it thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or such addition or to any previous Issuing Bank, or to such successor or such addition and all previous Issuing Banks, as the context shall require. After the resignation or replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation or replacement, but shall not be required to issue additional Letters of Credit. If at any time there is more than one Issuing Bank hereunder, US Borrower may, in its discretion, select which Issuing Bank is to issue any particular Letter of Credit.

(m) Other. The Issuing Bank shall be under no obligation to issue any Letter of Credit if

(i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing

72

Bank in good faith deems material to it and for which such Issuing Bank is not indemnified by the Loan Parties; or

(ii) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank generally applicable to the Issuing Bank’s customers.

(n) The Issuing Bank shall be under no obligation to amend any Letter of Credit if (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

SECTION 2.19 Appointment of Administrative Borrower for Requesting Loans and Receipts of Loans and Statements.

(a) Each Borrower hereby irrevocably appoints and constitutes Administrative Borrower as its agent to request and receive Loans and request Letters of Credit pursuant to this Agreement from Administrative Agents, Issuing Bank or any Lender in the name or on behalf of such Borrower. Administrative Agents, Issuing Bank and Lenders may disburse the Loans to such bank account of Administrative Borrower or a Borrower or otherwise make such Loans to a Borrower and issue Letters of Credit on behalf of a Borrower as Administrative Borrower may designate or direct, without notice to any other Borrower.

(b) Administrative Borrower hereby accepts the appointment by Borrowers to act as the agent of Borrowers pursuant to this Section 2.19. Administrative Borrower shall ensure that the disbursement of any Loans to a Borrower requested by or paid to or for the account of such Borrower, or the issuance of any Letters of Credit on behalf of a Borrower hereunder, shall be paid to or for the account of such Borrower.

(c) Any notice, election, representation, warranty, agreement or undertaking by or on behalf of any other Borrower by Administrative Borrower shall be deemed for all purposes to have been made by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made directly by such Borrower.

(d) No purported termination of the appointment of Administrative Borrower as agent as aforesaid shall be effective, except after ten (10) days’ prior written notice to Agents.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

Each Loan Party represents and warrants to the Administrative Agents, the Collateral Agents, the Issuing Bank and each of the Lenders (with references to the Companies being references thereto after giving effect to the Transactions unless otherwise expressly stated) that:

SECTION 3.01 Organization; Powers. Each Company (a) is duly incorporated, organized or formed and validly existing under the laws of the jurisdiction of its incorporation, organization or formation, (b) has all requisite power and authority to carry on its business as now conducted and to own and lease its property and (c) is qualified and in good standing (to the extent such concept is applicable in the applicable jurisdiction) to do business in every jurisdiction where such qualification is required, except in such jurisdictions where the failure to so qualify or be in good standing, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. As of the Closing

73

Date, there is no existing default under any Organizational Document of any Company or any event which, with the giving of notice or passage of time or both, would constitute a default by any party thereunder.

SECTION 3.02 Authorization; Enforceability. The Transactions to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary action on the part of such Loan Party. This Agreement has been duly executed and delivered by each Loan Party and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03 No Conflicts. Except as set forth on Schedule 3.03, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) such as are necessary to perfect Liens created by the Loan Documents and (iii) consents, approvals, registrations, filings, permits or actions the failure to obtain or perform which could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate the Organizational Documents of any Company, (c) will not violate any Requirement of Law except for such violations which could not reasonably be expected to have a Material Adverse Effect, (d) will not violate or result in a default or require any consent or approval under any indenture, material agreement or other material instrument binding upon any Company or its property, or give rise to a right thereunder to require any payment to be made by any Company, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, and (e) will not result in the creation or imposition of any Lien on any property of any Company, except Liens created by the Loan Documents and Permitted Liens.

SECTION 3.04 Financial Statements; Projections.

(a) Historical Financial Statements. Borrowers have heretofore delivered to the Lenders (i) audited combined balance sheets and related audited combined statements of income, comprehensive income and enterprise capital and cash flows of the Acquired Business for the fiscal years ending on December 31, 2002, 2003 and 2004 (the “Audited Financial Statements”), (ii) unaudited combined balance sheets and related combined statements of income, comprehensive income and enterprise capital and cash flows of the Acquired Business for each fiscal quarter of the current fiscal year ending more than 30 days prior to the Closing Date and for the comparable periods of the preceding fiscal year (the “Unaudited Financial Statements”) (with respect to which the independent auditors shall have performed an SAS 100 review) and (iii) unaudited combined balance sheets and related statements of income of the Acquired Business for each fiscal month beginning after the last fiscal quarter covered by the Unaudited Financial Statements and ending more than 30 days prior to the Closing Date and for the comparable periods of the preceding fiscal year. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a), (b) and (c) have been prepared in accordance with GAAP and present fairly in all material respects the financial condition and results of operations and cash flows of the Acquired Business as of the dates and for the periods to which they relate (subject in the case of unaudited financial statements to normal year end adjustments and the absence of footnotes).

(b) No Liabilities. Except as set forth in the financial statements (or disclosed in the notes thereto) referred to in Section 3.04(a) or otherwise permitted under this Agreement, as of the date hereof, there are no liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which would reasonably be expected to result in a Material

74

Adverse Effect, and there is no existing condition, situation or set of circumstances which would reasonably be expected to result in such a liability, other than liabilities under the Loan Documents and the Senior Subordinated Note Documents. Since December 31, 2004, there has been no event, change, circumstance or occurrence that, individually or in the aggregate, has had or would reasonably be expected to result in a Material Adverse Effect.

(c) Pro Forma Financial Statements. Borrowers have heretofore delivered to the Lenders (i) Borrowers’ and the Acquired Business’s pro forma combined balance sheet and related statements of income and (in the case only of fiscal year ending December 31, 2004) cash flows, for (i) the fiscal year ended December 31, 2004 and (ii) the latest four-quarter and twelve-month period ending more than 30 days prior to the Closing Date, in each case after giving effect to the Transactions and (ii) forecasts of the financial performance of US Borrower and its Subsidiaries (x) on an annual basis, through December 31, 2012 and (y) on a quarterly basis, through December 31,2006. Such pro forma financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and on the Closing Date to be reasonable), are based on the best information available to the Loan Parties as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects the pro forma consolidated financial position and results of operations of US Borrower as of such date and for such periods, assuming that the Transactions had occurred at such dates.

(d) Forecasts. The forecasts of financial performance of US Borrower and its Subsidiaries furnished to the Lenders have been prepared in good faith by Borrowers and based on assumptions believed by Borrowers to be reasonable when made.

SECTION 3.05 Properties.

(a) Generally. Except as set forth on Schedule 3.05(a) or with respect to property located at a Company’s customer locations, each Company has good title to, or valid leasehold interests in, all its property material to its business, free and clear of all Liens except for Permitted Liens and minor irregularities or deficiencies in title that, individually or in the aggregate, do not interfere with its ability to conduct its business as currently conducted or to utilize such property for its intended purpose. The property of the Companies, taken as a whole, (i) is in good operating order, condition and repair (ordinary wear and tear and obsolescence excepted) and (ii) constitutes all the property which is required for the business and operations of the Companies as presently conducted.

(b) Real Property. Schedules 8(a) and 8(b) to the Perfection Certificate dated the Closing Date contain a true and complete list of each interest in Real Property (i) owned by any Company as of the date hereof and describes the type of interest therein held by such Company and whether such owned Real Property is leased and if leased whether the underlying Lease contains any option to purchase all or any portion of such Real Property or any interest therein or contains any right of first refusal relating to any sale of such Real Property or any portion thereof or interest therein and (ii) leased, subleased or otherwise occupied or utilized by any Company, as lessee, sublessee, franchisee or licensee, as of the date hereof and describes the type of interest therein held by such Company and, in each of the cases described in clauses (i) and (ii) of this Section 3.05(b), whether any Lease requires the consent of the landlord or tenant thereunder, or other party thereto, to the Transactions.

(c) No Casualty Event. No Company has received any notice of, nor has any knowledge of, the occurrence or pendency or contemplation of any Casualty Event affecting all or any portion of its property that could not reasonably be expected to have a Material Adverse Effect. No Mortgage encumbers improved Real Property that is located in an area that has been identified by the

75

Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained in accordance with Section 5.04.

(d) Collateral. Each Company owns or has rights to use all of the material Collateral and all rights with respect to any of the foregoing used in, necessary for or material to each Company’s business as currently conducted. The use by each Company of such Collateral and all such rights with respect to the foregoing do not infringe on the rights of any person other than such infringement which could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No claim has been made and remains outstanding that any Company’s use of any Collateral does or may violate the rights of any third party that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

SECTION 3.06 Intellectual Property.

(a) Ownership/No Claims. Each Loan Party owns, is licensed or otherwise has the right to use, all Intellectual Property used in the business for such Loan Party, except for those the failure to own or license which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No claim has been asserted and is pending by any person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any Loan Party know of any valid basis for any such claim. The use of such Intellectual Property by each Loan Party does not infringe the rights of any person, except for such claims and infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b) Registrations. Except pursuant to licenses and other user agreements entered into by each Loan Party in the ordinary course of business that are listed in Schedule 12(a) or 12(b) to the Perfection Certificate, on and as of the date hereof (i) each Loan Party owns and possesses the right to use, and has not licensed or otherwise expressly authorized any other person (other than an Affiliate of such Loan Party) to use, any Intellectual Property listed in Schedule 12(a) or 12(b) to the Perfection Certificate and (ii) all registrations listed in Schedule 12(a) or 12(b) to the Perfection Certificate are in full force and effect.

(c) No Violations or Proceedings. To each Loan Party’s knowledge, on and as of the date hereof, there is no material violation by others of any right of such Loan Party with respect to any copyright, patent or trademark listed in Schedule 12(a) or 12(b) to the Perfection Certificate, pledged by it under the name of such Loan Party except as may be set forth on Schedule 3.06(c).

SECTION 3.07 Equity Interests and Subsidiaries.

(a) Equity Interests. As of the Closing Date, Schedules 1(a) and 10(a) to the Perfection Certificate dated the Closing Date set forth a list of (i) all the Subsidiaries of US Borrower and their jurisdictions of organization, formation or incorporation, as appropriate, as of the Closing Date and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights. All Equity Interests consisting of capital stock of each Company are duly and validly issued and are fully paid and non-assessable, and, other than the Equity Interests of Holdings, are owned by Holdings, directly or indirectly through Wholly Owned Subsidiaries (other than Mozaic). As of the Closing Date, all Equity Interests of Holdings are owned by Equity Investors. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Documents, free of any and all Liens, rights or claims of other persons, except the

76

security interest created by the Security Documents or otherwise permitted under this Agreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests except as set forth in Schedule 3.07(a).

(b) No Consent of Third Parties Required. No consent of any person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status of the security interest of the applicable Collateral Agent in any Equity Interests pledged to such Collateral Agent for the benefit of the Secured Parties under the applicable Security Agreement or the exercise by such Collateral Agent of the voting or other rights provided for in the Security Agreement or the exercise of remedies in respect thereof.

(c) Organizational Chart. An accurate organizational chart, showing the ownership structure of US Borrower and each Subsidiary on the Closing Date, and after giving effect to the Transactions, is set forth on Schedule 10(a) to the Perfection Certificate dated the Closing Date.

SECTION 3.08 Litigation; Compliance with Laws. There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority now pending or, to the knowledge of any Company, threatened against or affecting any Company or any business, property or rights of any Company (i) that involve any Loan Document or, as of the Closing Date, any of the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. No Company or any of its property is in violation of, nor will the continued operation of its property as currently conducted violate, any Requirements of Law (including any zoning or building ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting any Company’s Real Property or is in default with respect to any Requirement of Law, where such violation or default, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

SECTION 3.09 Agreements. No Company has violated any agreement or instrument to which it is a party or any corporate or other constitutional restriction to which it is subject which, if violated, would reasonably be expected to result in a Material Adverse Effect. No Company is in default in any manner under any provision of any indenture or other agreement or instrument evidencing material Indebtedness, or any other material agreement or instrument to which it is a party or by which it or any of its property is or may be bound, where such default would reasonably be expected to result in a Material Adverse Effect. Schedule 3.09 accurately and completely lists all material agreements (other than leases of Real Property set forth on Schedule 8(a) or 8(b) to the Perfection Certificate dated the Closing Date) to which any Company is a party which are in effect on the date hereof in connection with the operation of the business conducted thereby and Borrowers have delivered to the Administrative Agents complete and correct copies of all such material agreements, including any amendments, supplements or modifications with respect thereto, and, to the best knowledge of Borrowers, all such agreements are in full force and effect.

SECTION 3.10 Federal Reserve Regulations. No Company is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock. No part of the proceeds of any Loan or any Letter of Credit will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, the provisions of the regulations of the Board, including Regulation T, U or X.

77

The pledge of the Securities Collateral pursuant to the applicable Security Documents does not violate such regulations.

SECTION 3.11 Investment Company Act; Public Utility Holding Company Act. No Company is (a) an “investment company” or a company “controlled” by an “investment company,” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, or (b) a “holding company,” an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company,” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935, as amended.

SECTION 3.12 Use of Proceeds. Borrowers shall only use the proceeds of (a) the Term Loan to finance a portion of the Acquisition and pay related fees, commissions and expenses, (b) the Revolving Loans and Swingline Loans after the Closing Date for Permitted Acquisitions, working capital and general corporate purposes and (c) the Acquisition Loans to effect Permitted Acquisitions (it being understood that up to the Dollar Equivalent of $7,000,000 in Revolving Loans and no Acquisition Loans shall be made on the Closing Date); provided, however, that such proceeds shall not be utilized in any way which would result in a breach of section 151 of the United Kingdom Companies Act 1985 in relation to financial assistance.

SECTION 3.13 Taxes. Each Company has (a) timely filed or caused to be timely filed all federal Tax Returns and all material state, provincial, local and foreign Tax Returns or materials required to have been filed by it and all such Tax Returns are true and correct in all material respects and (b) duly and timely paid, collected or remitted or caused to be duly and timely paid, collected or remitted all Taxes (whether or not shown on any Tax Return) due and payable, collectible or remittable by it and all assessments received by it, except Taxes (i) that are being contested in good faith by appropriate proceedings and for which such Company has set aside on its books adequate reserves in accordance with GAAP (and any locally applicable generally accepted accounting principles) and (ii) which could not, individually or in the aggregate, have a Material Adverse Effect. Each Company has made adequate provision in accordance with GAAP (and any locally applicable generally accepted accounting principles) for all Taxes not yet due and payable. Each Company is unaware of any proposed or pending tax assessments, deficiencies or audits that could be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect. No Company has ever been a party to any understanding or arrangement constituting a “tax shelter” within the meaning of Section 6111(c), Section 6111(d) or Section 6662(d)(2)(C)(iii) of the Code, or has ever “participated” in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4, except as could not be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect.

SECTION 3.14 No Material Misstatements. No information, report, financial statement, certificate, Borrowing Request, LC Request, exhibit or schedule furnished by or on behalf of any Company to the Administrative Agents or any Lender in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, taken as a whole, or the Confidential Information Memorandum contained or contains any material misstatement of fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that to the extent any such information, report, financial statement, exhibit or schedule was based upon or constitutes a forecast or projection, each Company represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such information, report, financial statement, exhibit or schedule.

SECTION 3.15 Labor Matters. As of the Closing Date, there are no strikes, lockouts or slowdowns against any Company pending or, to the knowledge of any Company, threatened. The hours

78

worked by and payments made to employees of any Company have not been in violation of the Fair Labor Standards Act of 1938, as amended, or any other applicable federal, state, local or foreign law dealing with such matters in any manner which would reasonably be expected to result in a Material Adverse Effect. All payments due from any Company, or for which any claim may be made against any Company, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Company except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Company is bound.

SECTION 3.16 Solvency. Immediately after the consummation of the Transactions to occur on the Closing Date and immediately following the making of each Loan and after giving effect to the application of the proceeds of each Loan, (a) the fair value of the properties of each Loan Party (individually and on a consolidated basis with its Subsidiaries) will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party (individually and on a consolidated basis with its Subsidiaries) will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party (individually and on a consolidated basis with its Subsidiaries) is generally able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; (d) each Loan Party (individually and on a consolidated basis with its Subsidiaries) will not have unreasonably small capital with which to conduct its business in which it is engaged as such business is now conducted and is proposed to be conducted following the Closing Date, (e) each Loan Party has not ceased paying its current obligations in the ordinary course of business as they generally become due and (f) with respect to each Loan Party incorporated under the laws of England and Wales only, it is not “unable to pay its debts”; provided, that in this context, “unable to pay its debts” means that there are no grounds on which such Loan Party could be deemed unable to pay its debts (as defined in Section 123(1) of the United Kingdom Insolvency Act 1986) or on which a court could be satisfied that the value of its assets is less than the amount of its liabilities, taking into account its contingent and prospective liabilities (as such term would be construed for the purposes of Section 123(2) of the United Kingdom Insolvency Act 1986). In computing the amount of contingent and unliquidated liabilities at any time, such liabilities shall be computed at the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

SECTION 3.17 Employee Benefit Plans. Each Company which is subject to ERISA and its ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events, would reasonably be expected to result in material liability of any Company which is subject to ERISA or any of its ERISA Affiliates or the imposition of a Lien on any of the property of any Company which is subject to ERISA. The present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $1,000,000 the fair market value of the property of all such underfunded Plans. Using actuarial assumptions and computation methods consistent with subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities of each Company which is subject to ERISA or its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, could not reasonably be expected to result in a Material Adverse Effect.

To the extent applicable, each Foreign Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable Requirements of Law and

79

has been maintained, where required, in good standing with applicable regulatory authorities. No Company has incurred any material obligation in connection with the termination of or withdrawal from any Foreign Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan which is funded, determined as of the end of the most recently ended fiscal year of the respective Company on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the property of such Foreign Plan, and for each Foreign Plan which is not funded, the obligations of such Foreign Plan are properly accrued.

Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) the Canadian Pension Plans are duly registered under all applicable provincial pension benefits legislation; (ii) all material obligations of the Canadian Borrower and its Subsidiaries (including fiduciary, funding, investment and administration obligations) required to be performed in connection with the Canadian Pension Plans, the Canadian Benefit Plans and the funding agreements therefor have been performed in a timely fashion; (iii) there are no outstanding disputes concerning the assets held pursuant to any such funding agreement; (iv) all contributions or premiums required to be made by Canadian Borrower or any of its Subsidiaries to the Canadian Pension Plans and the Canadian Benefit Plans have been made in a timely fashion in accordance with the terms of such plans and applicable laws and regulations; (v) all employee contributions to the Canadian Pension Plans and the Canadian Benefit Plans required to be made by way of authorized payroll deduction have been properly withheld and fully paid into such plans in a timely fashion; (vi) all reports and disclosures relating to the Canadian Pension Plans and Canadian Benefit Plans required by any applicable laws or regulations have been filed or distributed in a timely fashion; (vii) to the knowledge of the Borrowers, there have been no improper withdrawals, or applications of, the assets of any of the Canadian Pension Plans; (viii) there have been no partial terminations of any Canadian Pension Plan and, to the knowledge of the Borrowers, no circumstances exist or have existed that would result, or be reasonably anticipated to result, in the declaration of a partial termination of any Canadian Pension Plan under applicable laws; (ix) no amount is owing by or in respect of any of the Canadian Pension Plans under the ITA or any provincial taxation statute; (x) each of the Canadian Pension Plans which is a defined benefit registered pension plan is fully funded both on an ongoing basis and on a solvency basis pursuant to actuarial assumptions and methods which are utilized in the valuation last filed with the applicable governmental authorities for such plan and which are consistent with generally accepted actuarial principles; and (xi) the Borrowers, after diligent enquiry, have neither any knowledge, nor any grounds for believing, that any of the Canadian Pension Plans is the subject of an investigation, any other proceeding, an action or a claim.

SECTION 3.18 Environmental Matters. Except as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect:

(i) The Companies and their businesses, operations and Real Property are in compliance with, and the Companies have no liability under, any applicable Environmental Law; and under the currently effective business plan of the Companies, no expenditures or operational adjustments will be required in order to comply with applicable Environmental Laws during the next five years;

(ii) The Companies have obtained all Environmental Permits required for the conduct of their businesses and operations, and the ownership, operation and use of their property, under Environmental Law, all such Environmental Permits are valid and in good standing and, under the currently effective business plan of the Companies, no expenditures or operational adjustments will be required in order to renew or modify such Environmental Permits during the next five years;

(iii) There has been no Release or threatened Release of Hazardous Material on, at, under or from any Real Property or facility presently or formerly owned, leased or operated by the

80

Companies or their predecessors in interest that could result in liability by the Companies under any applicable Environmental Law;

(iv) There is no Environmental Claim pending or, to the knowledge of the Companies, threatened against the Companies, or relating to the Real Property currently or formerly owned, leased or operated by the Companies or their predecessors in interest or relating to the operations of the Companies, and there are no actions, activities, circumstances, conditions, events or incidents that could form the basis of such an Environmental Claim;

(v) No person (other than a Company) with an indemnity or contribution obligation to any Company relating to compliance with or liability under Environmental Law is, to the knowledge of the Companies, in default with respect to such obligation;

(vi) No Company is obligated to perform any action or otherwise incur any expense under Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound or has assumed by contract, agreement or operation of law, and no Company is conducting or financing any Response pursuant to any Environmental Law with respect to any Real Property or any other location;

(vii) No Real Property or facility owned, operated or leased by the Companies and, to the knowledge of the Companies, no Real Property or facility formerly owned, operated or leased by the Companies or any of their predecessors in interest is (x) listed or proposed for listing on the National Priorities List promulgated pursuant to CERCLA, (y) listed on the Comprehensive Environmental Response, Compensation and Liability Information System promulgated pursuant to CERCLA or (z) included on any similar list maintained by any Governmental Authority including any such list relating to petroleum; and

(viii) No Lien has been recorded or, to the knowledge of any Company, threatened under any Environmental Law with respect to any Real Property or other assets of the Companies.

(ix) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not require any notification, registration, filing, reporting, disclosure, investigation, remediation or cleanup pursuant to any Governmental Real Property Disclosure Requirements or any other applicable Environmental Law; and

(x) The Companies have made available to the Lenders all material records and files in the possession, custody or control of, or otherwise reasonably available to, the Companies concerning compliance with or liability under Environmental Law, including those concerning the actual or suspected existence of Hazardous Material at Real Property or facilities currently or formerly owned, operated, leased or used by the Companies.

SECTION 3.19 Insurance. Schedule 3.19 sets forth a true, complete and correct description of all insurance policies maintained by each Company as of the Closing Date. All insurance policies maintained by the Companies are in full force and effect, all premiums required to have been paid have been duly paid, no Company has received written notice of violation or cancellation thereof, the Premises, and the use, occupancy and operation thereof, comply in all material respects with all Insurance Requirements, and there exists no default under any Insurance Requirement. Each Company has insurance in such amounts and covering such risks and liabilities as are customary for companies of a similar size engaged in similar businesses in similar locations.

81

SECTION 3.20 Security Documents.

(a) Security Documents. The US Security Agreement is effective to create in favor of US Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the US Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 7 to the Perfection Certificate or as otherwise provided in clause (b) below and (ii) upon the taking of possession or control by US Collateral Agent of the US Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to US Collateral Agent to the extent possession or control by US Collateral Agent is required by each Security Document), the Liens created by the US Security Agreement shall constitute fully perfected first priority Liens on, and security interests in, all right, title and interest of the grantors in the US Security Agreement Collateral (other than such US Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. The Security Agreements are effective to create in favor of Canadian Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral and, when financing statements or other filings in appropriate form are filed in the applicable governmental offices the Liens so created shall constitute fully perfected first priority Liens on, and security interests in, all right, title and interest of the grantors in the Collateral, in each case subject to no Liens other than Permitted Liens.

(b) Copyright Office Filing. When the applicable Security Agreement or a short form thereof is filed in the United States Copyright Office or comparable office in a foreign jurisdiction, the Liens created by such Security Agreement shall constitute fully perfected first priority Liens on, and security interests in, all right, title and interest of the grantors thereunder in the copyrights and copyright licenses (as described in such Security Agreement), in each case subject to no Liens other than Permitted Liens.

(c) Mortgages. Each Mortgage entered into by US Borrower or one of its Domestic Subsidiaries (each, a “US Mortgage”) is effective to create, in favor of US Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Liens or other Liens acceptable to US Collateral Agent, and when the US Mortgages are filed in the offices specified on Schedule 8(a) to the Perfection Certificate dated the Closing Date (or, in the case of any US Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such US Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the US Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Liens permitted by such US Mortgage.

(d) Valid Liens. Each Security Document delivered pursuant to Sections 5.11 and 5.12 will, upon execution and delivery thereof, be effective to create in favor of the applicable Collateral Agent, for the benefit of the applicable Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the applicable Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which such possession or control shall be given to such Collateral Agent to the extent required by any Security Document), such Security Document will constitute fully perfected Liens on, and security interests in, all

82

right, title and interest of the Loan Parties in such Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

SECTION 3.21 Acquisition Documents: Representations and Warranties in Acquisition Agreement. The Lenders have been furnished true and complete copies of each Acquisition Document to the extent executed and delivered on or prior to the Closing Date. All representations and warranties of each Company set forth in the Acquisition Agreement were true and correct in all material respects as of the time such representations and warranties were made and shall be true and correct in all material respects as of the Closing Date as if such representations and warranties were made on and as of such date, unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

SECTION 3.22 Anti-Terrorism Law.

(a) No Loan Party and, to the knowledge of the Loan Parties, none of its Affiliates is in violation of any Requirement of Law relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

(b) No Loan Party and to the knowledge of the Loan Parties, no Affiliate of any Loan Party acting or benefiting in any capacity in connection with the Loans is any of the following:

(i) a person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(ii) a person owned or controlled by, or acting for or on behalf of, any person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(iii) a person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(iv) a person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or

(v) a person that is named as a “specially designated national and blocked person” on the most current list published by the US Treasury Department Office of Foreign Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list.

(c) No Loan Party and, to the knowledge of the Loan Parties, no Affiliate of any Loan Party acting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in paragraph (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

SECTION 3.23 Subordination of Senior Subordinated Notes. The Secured Obligations are “Senior Debt,” the Guaranteed Obligations are “Guarantor Senior Debt” and the Secured Obligations and

83

Guaranteed Obligations are “Designated Senior Debt,” in each case, within the meaning of the Senior Subordinated Note Documents.

SECTION 3.24 UK Financial Assistance. Neither the execution, delivery and performance of any of the Loan Documents nor the incurrence of any obligations or liabilities (actual or contingent) thereunder by any Loan Party incorporated under the laws of England and Wales constitutes or will constitute unlawful financial assistance for the purposes of Sections 151 to 158 (inclusive) of the United Kingdom Companies Act 1985 (as amended or otherwise re-enacted from time to time).

ARTICLE IV.

CONDITIONS TO CREDIT EXTENSIONS

SECTION 4.01 Conditions to Initial Credit Extension. The obligation of each Lender and, if applicable, each Issuing Bank to fund the initial Credit Extension requested to be made by it shall be subject to the prior or concurrent satisfaction (except to the extent that such conditions are permitted to be satisfied on a post-closing basis pursuant to Section 5.14 hereof) of each of the conditions precedent set forth in this Section 4.01 (or the waiver thereof).

(a) Loan Documents. All legal matters incident to this Agreement, the Credit Extensions hereunder and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agents and there shall have been delivered to the Administrative Agents an executed counterpart of each of the Loan Documents and the Perfection Certificate.

(b) Corporate Documents. The Administrative Agents shall have received:

(i) a certificate of the secretary or assistant secretary of each Loan Party dated the Closing Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document of such Loan Party certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization (or other applicable Governmental Authority), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors and/or partners meetings of such Loan Party (and, in the case of each Loan Party incorporated under the laws of England and Wales, resolutions of its shareholders) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer as to the incumbency and specimen signature of the secretary executing the certificate in this clause (i) if a certification as to incumbency is a relevant concept in such Loan Party’s jurisdiction of organization, incorporation or formation, as the case may be);

(ii) a certificate as to the good standing or status (or other foreign equivalent thereof if a certificate of good standing or status is a relevant concept) of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); and

(iii) such other documents as the Lenders, the Issuing Bank or the Administrative Agents may reasonably request.

(c) Officer’s Certificate. The Administrative Agents shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of Borrowers, confirming

84

compliance with the conditions precedent set forth in Section 4.01(q) and (r) and Sections 4.02(b), (c) and (d).

(d) Financings and Other Transactions, etc.

(i) The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agents and the Arrangers other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders.

(ii) US Borrower shall have received not less than $200,000,000 in gross proceeds from the issuance and sale of the Senior Subordinated Notes, and the Senior Subordinated Note Agreement shall be in form and substance reasonably satisfactory to the Lenders.

(iii) The Equity Financing shall have been consummated and the terms of the Equity Financing shall be reasonably satisfactory to the Arrangers.

(e) Financial Statements; Pro Forma Balance Sheet; Projections. The Lenders shall have received and shall be satisfied with the form and substance of the financial statements described in Section 3.04 and with the forecasts of the financial performance of the Borrowers, the Acquired Business and their respective Subsidiaries.

(f) Opinions of Counsel. The Administrative Agents shall have received, on behalf of themselves, the other Agents, the Arrangers, the Lenders and the Issuing Bank, a favorable written opinion of (i) Dechert LLP, special counsel for the Loan Parties covering the matters set forth in Exhibit N and such other matters relating to the Loan Documents and the Transactions as the Administrative Agents shall reasonably request and (ii) each local and foreign counsel of the Loan Parties listed on Schedule 4.01(f) in form and substance satisfactory to the Administrative Agents, in each case (A) dated the Closing Date, (B) addressed to the Agents, the Issuing Bank and the Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agents shall reasonably request.

(g) Solvency Certificate and Other Reports. The Administrative Agents shall have received a solvency certificate in the form of Exhibit O, dated the Closing Date and signed by a Financial Officer of Borrowers.

(h) Requirements of Law. The Lenders shall be satisfied that US Borrower, its Subsidiaries and the Transactions shall be in compliance with all material Requirements of Law, including Regulations T, U and X of the Board, and shall have received satisfactory evidence of such compliance reasonably requested by them.

(i) Consents. The Lenders shall be satisfied that all requisite Governmental Authorities and third parties shall have approved or consented to the Transactions, and there shall be no governmental or judicial action, actual or threatened, that has or would have, singly or in the aggregate, a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the Transactions or the other transactions contemplated hereby.

(j) Litigation. There shall be no litigation, public or private, or administrative proceedings, governmental investigation or other legal or regulatory developments, actual or threatened, that, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or

85

could materially and adversely affect the ability of Borrowers and their Subsidiaries to fully and timely perform their respective obligations under the Transaction Documents, or the ability of the parties to consummate the financings contemplated hereby or the other Transactions.

(k) Sources and Uses. The sources and uses of the Loans shall be as set forth in Section 3.12.

(l) Fees. The Arrangers and Administrative Agents shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including the legal fees and expenses of Latham & Watkins LLP, special counsel to the Agents, and the fees and expenses of any local counsel, foreign counsel, appraisers, consultants and other advisors) required to be reimbursed or paid by Borrowers hereunder or under any other Loan Document.

(m) Personal Property Requirements. The applicable Collateral Agent shall have received:

(i) all certificates, agreements or instruments representing or evidencing the Securities Collateral (or the shares of any company incorporated under the laws of England and Wales which form part of the Security Agreement Collateral) accompanied by instruments of transfer and stock powers (or stock transfer forms, as appropriate) undated and endorsed in blank;

(ii) the Intercompany Loan Documents executed by and among US Borrower and its respective Subsidiaries, accompanied, in the case of any note or other instrument included therein, by instruments of transfer undated and endorsed in blank;

(iii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect such Collateral Agent’s security interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the Security Agreement and to the extent required by the Security Agreement);

(iv) UCC and PPSA financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Offices and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of such Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents;

(v) certified copies of (A) UCC, PPSA, United States Patent and Trademark Office, United States Copyright Office, Canadian Intellectual Property Offices, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state, provincial and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that the applicable Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens or any other Liens acceptable to the Collateral Agents); and (B) with respect to each Loan Party incorporated under the laws of England and Wales only, recent searches of such Loan Party’s companies file at the Companies Registry of England and Wales showing, amongst other things, no appointment of (or the presentation of any petition in relation to any appointment of) a receiver, liquidator or administrator; and

86

(vi) with respect to each location set forth on Schedule 4.01(m)(vi), a Landlord Access Agreement or Bailee Letter, as applicable; provided that no such Landlord Access Agreement or Bailee Letter shall be required with respect to any Real Property that could not be obtained after the Loan Party that is the lessee of such Real Property or owner of the inventory or other personal property Collateral stored with the bailee thereof, as applicable, shall have used all commercially reasonable efforts to do so.

(n) Real Property Requirements. The applicable Collateral Agent shall have received:

(i) a Mortgage encumbering each Mortgaged Property in favor of such Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Requirements of Law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to such Collateral Agent;

(ii) with respect to each Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary to consummate the Transactions or as shall reasonably be deemed necessary by such Collateral Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Property;

(iii) with respect to each Mortgage, a policy of title insurance (or marked up title insurance commitment having the effect of a policy of title insurance) insuring the Lien of such Mortgage as a valid first mortgage Lien on the Mortgaged Property and fixtures described therein in the amount equal to not less than 115% of the fair market value of such Mortgaged Property and fixtures, which policy (or such marked-up commitment) (each, a “Title Policy”) shall (A) be issued by the Title Company, (B) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to such Collateral Agent, (C) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (D) have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to such Collateral Agent) as shall be reasonably requested by such Collateral Agent (including endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, revolving credit, and so-called comprehensive coverage over covenants and restrictions), and (E) contain no exceptions to title other than exceptions reasonably acceptable to such Collateral Agent;

(iv) with respect to each Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Company to issue the Title Policy/ies and endorsements contemplated above;

(v) evidence reasonably acceptable to such Collateral Agent of payment by or on behalf of Borrowers of all Title Policy premiums, search and examination charges, escrow charges

87

and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policies referred to above;

(vi) with respect to each Real Property or Mortgaged Property, copies of all Leases in which any Borrower or any Subsidiary holds the lessor’s interest or other agreements relating to possessory interests, if any. To the extent any of the foregoing affect any Mortgaged Property, such agreement shall be subordinate to the Lien of the Mortgage to be recorded against such Mortgaged Property, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement, and shall otherwise be reasonably acceptable to such Collateral Agent;

(vii) with respect to each Mortgaged Property, each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Mortgaged Property;

(viii) with respect to each Mortgaged Property located in England or Wales, (A) official priority searches in favor of Canadian Collateral Agent in relation to any registered titles giving a sufficient period of priority (of at least 15 days following the Closing Date) and (B) an undertaking from counsel to Borrowers in the United Kingdom addressed to the Canadian Collateral Agent dealing with (amongst other things) the registration of the security created by the UK Security Agreement over such Mortgaged Property located in England or Wales and any other related security;

(ix) Surveys with respect to each Mortgaged Property; and

(x) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property.

(o) Insurance. The Administrative Agents shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.04 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the Collateral Agents, on behalf of the applicable Secured Parties, as additional insured, in form and substance satisfactory to the Administrative Agents.

(p) USA Patriot Act. The Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 10.13.

(q) Minimum EBITDA. The Administrative Agents shall have received evidence reasonably satisfactory to Administrative Agents that Consolidated EBITDA for the Acquired Business for the trailing twelve month period ending November 30, 2005, determined on a Pro Forma Basis after giving effect to the Loans and Transactions shall have been at least $55,000,000.

(r) Maximum Leverage Ratio. The Administrative Agents shall have received evidence reasonably satisfactory to the Administrative Agents that the ratio of (i) (x) Indebtedness of the Borrowers and the Acquired Business as of the Closing Date after giving effect to the Loans and the Transactions to (y) the Consolidated EBITDA for the Acquired Business for the trailing twelve month period ending November 30, 2005, determined on a Pro Forma Basis after giving effect to the Loans and Transactions shall not be greater than 5.7:1.0.

88

(s) Mexican Requirements. Administrative Agents shall have received equity holder’s resolutions of Mexican Opco authorizing creation and execution of the Mexican Security Documents and if necessary amendment to its by-laws (estatutos sociales) to remove any restrictions on the transferability of its Equity interests and/or assets upon the enforcement of the security interests in respect thereof granted to Canadian Collateral Agent.

(t) UK Requirements.

(i) Shareholder Resolutions. Canadian Administrative Agent shall have received (if required) shareholder resolutions to amend the articles of association of any Loan Party incorporated under the laws of England and Wales to remove any restrictions on the transferability of such Loan Party’s shares upon the enforcement of the security interests in respect thereof granted to Canadian Collateral Agent.

(ii) Process Agent Appointments. Administrative Agents shall have received evidence that each Loan Party that has executed a UK Security Document and which is not incorporated under the laws of England and Wales has appointed UK Opco to be its agent for service of process in connection with any such UK Security Document.

SECTION 4.02 Conditions to AH Credit Extensions. The obligation of each Lender and each Issuing Bank to make any Credit Extension (including the initial Credit Extension) shall be subject to, and to the satisfaction of, each of the conditions precedent set forth below.

(a) Notice. The Administrative Agents shall have received a Borrowing Request as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.03) if Loans are being requested or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and US Administrative Agent shall have received an LC Request as required by Section 2.18(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and US Administrative Agent shall have received a Borrowing Request as required by Section 2.17(b).

(b) No Default. At the time of and immediately after giving effect to such Credit Extension and the application of the proceeds thereof, no Default shall have occurred and be continuing on such date.

(c) Representations and Warranties. Each of the representations and warranties made by any Loan Party set forth in Article III hereof or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.

(d) No Legal Bar. No order, judgment or decree of any Governmental Authority shall purport to restrain any Lender from making any Loans to be made by it. No injunction or other restraining order shall have been issued, shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.

Each of the delivery of a Borrowing Request or an LC Request and the acceptance by the applicable Borrower of the proceeds of such Credit Extension shall constitute a representation and warranty by such Borrower and each other Loan Party that on the date of such Credit Extension (both

89

immediately before and after giving effect to such Credit Extension and the application of the proceeds thereof) the conditions contained in Sections 4.02(b)-(d) have been satisfied. The applicable Borrower shall provide such information (including calculations in reasonable detail of the covenants in Section 6.10) as the Administrative Agents may reasonably request to confirm that the conditions in Sections 4.02(b)-(d) have been satisfied.

SECTION 4.03 Conditions to Acquisition Borrowings. The obligation of each Acquisition Lender to make any Acquisition Loan shall be subject to, and to the satisfaction of, each of the conditions precedent set forth below.

(a) Notice. US Administrative Agent shall have received a Borrowing Request as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.03).

(b) Financial Covenants. After giving pro forma effect to the Borrowing Request and the Permitted Acquisition contemplated thereby, the Total Leverage Ratio shall be at least 0.25x less than the Total Leverage Ratio required under Section 6.10(a) for the fiscal quarter during which such borrowing is requested.

Each of the delivery of a Borrowing Request and the acceptance by the applicable Borrower of the proceeds of such Credit Extension shall constitute a representation and warranty by such Borrower and each other Loan Party that on the date of such Credit Extension (both immediately before and after giving effect to such Credit Extension and the application of the proceeds thereof) the conditions contained in Sections 4.02(b)-(d) and Section 4.03(b) have been satisfied. The applicable Borrower shall provide such information (including calculations in reasonable detail of the covenants in Sections 6.10(a) and (b) as US Administrative Agent may reasonably request to confirm that the conditions in Sections 4.02(b)-(d) and Section 4.03(b) have been satisfied).

ARTICLE V.

AFFIRMATIVE COVENANTS

Each Loan Party warrants, covenants and agrees with each Lender that so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders and Required Revolving Lenders shall otherwise consent in writing, each Loan Party will, and will cause each of its Subsidiaries to:

SECTION 5.01 Financial Statements, Reports, etc. Furnish to the Administrative Agents and each Lender:

(a) Annual Reports. As soon as available and in any event within 90 days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2005, (i) the consolidated balance sheet of US Borrower as of the end of such fiscal year and related consolidated statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out US Borrower and its Subsidiaries), all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agents (which opinion shall not be qualified as to scope or contain any

90

going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of US Borrower as of the dates and for the periods specified in accordance with GAAP, (ii) a management report in a form reasonably satisfactory to the Administrative Agents setting forth (A) statement of income items and Consolidated EBITDA of US Borrower for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal reporting standards, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agents, of the financial condition and results of operations of US Borrower for such fiscal year, as compared to amounts for the previous fiscal year and budgeted amounts (it being understood that the information required by clauses (i) and (iii) may be furnished in the form of a Form 10-K);

(b) Quarterly Reports. As soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year, beginning with the fiscal quarter ending March 31, 2006, (i) the consolidated balance sheet of US Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out US Borrower and its Subsidiaries), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of US Borrower as of the date and for the periods specified in accordance with GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, subject to normal year-end audit adjustments, (ii) a management report in a form reasonably satisfactory to the Administrative Agents setting forth (A) statement of income items and Consolidated EBITDA of US Borrower for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal quarter and for the then elapsed portion of the fiscal year consistent with internal reporting standards, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agents, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses (i) and (iii) may be furnished in the form of a Form 10-Q);

c) Monthly Reports. Within 30 days after the end of each of the first two months of each fiscal quarter, (i) the consolidated balance sheet of US Borrower as of the end of such two months and the related consolidated statements of income and cash flows of US Borrower for such month and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated results of operations and cash flows of US Borrower as of the date and for the periods specified in accordance with GAAP consistently applied, subject to normal year-end audit adjustments, (ii) a management report in a form reasonably satisfactory to the Administrative Agents setting forth (A) statement of income items and Consolidated EBITDA of US Borrower for such month and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such month and for the then elapsed portion of the fiscal year consistent with internal reporting standards and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agents, of the financial condition and

91

results of operations for such month and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts;

(d) Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a) or (b), a Compliance Certificate (A) certifying that no Default has occurred or, if such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (B) beginning with the fiscal year ending December 31, 2005, setting forth computations in reasonable detail satisfactory to the Administrative Agents demonstrating compliance with the covenants contained in Section 6.10 and, concurrently with any delivery of financial statements under Section 5.01(a) above, setting forth US Borrower’s calculation of Excess Cash Flow and (C) showing a reconciliation of Consolidated EBITDA to the net income set forth on the statement of income; and (ii) concurrently with any delivery of financial statements under Section 5.01(a) above, beginning with the fiscal year ending December 31, 2005, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of US Borrower and its Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm obtained no knowledge that any Default insofar as it relates to financial or accounting matters has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying the nature and extent thereof;

(e) Financial Officer’s Certificate Regarding Collateral. (i) Concurrently with any delivery of financial statements under Section 5.0 1(a), a certificate of a Financial Officer setting forth the information required pursuant to the Perfection Certificate Supplement or confirming that there has been no change in such information since the date of the Perfection Certificate or latest Perfection Certificate Supplement; and (ii) concurrently with any delivery of financial statements under Section 5.01(a) or (b), a certificate of a Financial Officer (x) setting forth (but only to the extent not previously disclosed as required by the Security Agreement) any updates to the information required pursuant to Section 2 of the Perfection Certificate as supplemented from time to time and (y) stating whether, so long as the Canadian Collateral Agent’s liens on the Canadian Collateral have not been perfected in the Province of Quebec, the aggregate fair market value of all assets and property situated in the Province of Quebec is greater than or less than 1,000,000 Canadian dollars;

(f) Public Reports. Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any Company with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to holders of its Indebtedness pursuant to the terms of the documentation governing such Indebtedness (or any trustee, agent or other representative therefor), as the case may be;

(g) Management Letters. Promptly after the receipt thereof by any Company, a copy of any “management letter” received by any such person from its certified public or chartered accountants and the management’s responses thereto;

(h) Budgets. Within 30 days after the beginning of each fiscal year, a budget for US Borrower in form reasonably satisfactory to the Administrative Agents, but to include balance sheets, statements of income and sources and uses of cash, for (i) each month of such fiscal year prepared in detail and (ii) each fiscal year thereafter, through and including the fiscal year in which the Final Maturity Date occurs, prepared in summary form, in each case, with appropriate presentation and discussion of the principal assumptions upon which such budgets are based, accompanied by the statement of a Financial Officer of Borrowers to the effect that the budget of US Borrower is a reasonable estimate for the periods covered thereby and, promptly when available, any significant revisions of such budget, to the extent approved by the Board of Directors;

92

(i) Organization. Concurrently with any delivery of financial statements under Section 5.01(a), an accurate organizational chart as required by Section 3.07(c), or confirmation that there are no changes to Schedule 10(a) to the Perfection Certificate;

(j) Organizational Documents. Promptly provide copies of any Organizational Documents that have been amended or modified in accordance with the terms hereof and deliver a copy of any notice of a material default given or received by any Company under any Organizational Document within 15 days after such Company gives or receives such notice; and

(k) Other Information. Promptly, from time to time, such other information regarding the operations, business affairs and financial condition of any Company, or compliance with the terms of any Loan Document, as the Administrative Agents may reasonably request.

SECTION 5.02 Litigation and Other Notices. Furnish to the Administrative Agents written notice of the following promptly (and, in any event, within five Business Days of the occurrence thereof or a Responsible Officer becoming aware):

(a) any Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;

(b) the filing or commencement of, or any threat or notice of intention of any person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity by or before any Governmental Authority, (i) against any Company or any Affiliate thereof that would reasonably be expected to result in a Material Adverse Effect or (ii) with respect to any Loan Document; and

(c) any development that has resulted in, or would reasonably be expected to result in a Material Adverse Effect.

SECTION 5.03 Existence; Businesses and Properties.

(a) Do or cause to be done all things necessary to preserve, renew and maintain in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05 or Section 6.06 or, in the case of any Subsidiary, where the failure to perform such obligations, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b) Do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, privileges, franchises, authorizations, Intellectual Property material to the conduct of its business except where the failure to do or cause to be done such things could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply with all applicable Requirements of Law (including any and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay and perform its obligations under all Leases, except where the failure to comply could not reasonably be expected to result in a Material Adverse Effect; pay and perform its obligations under all Transaction Documents; and at all times maintain, preserve and protect all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried

93

on in connection therewith may be properly conducted at all times; provided that nothing in this Section 5.03(b) shall prevent (i) sales of property, consolidations or mergers by or involving any Company in accordance with Section 6.05 or Section 6.06; (ii) the withdrawal by any Company of its qualification as a foreign or extra-provincial corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment by any Company of any rights, franchises, licenses or Intellectual Property that such person reasonably determines are not useful to its business or no longer commercially desirable.

SECTION 5.04 Insurance.

(a) Generally. Keep its insurable property adequately insured at all times by financially sound and reputable insurers; maintain such other insurance, to such extent and against such risks as is customary with companies in the same or similar businesses operating in the same or similar locations, including insurance with respect to Mortgaged Properties and other properties material to the business of the Companies against such casualties and contingencies and of such types and in such amounts with such deductibles as is customary in the case of similar businesses operating in the same or similar locations, including (i) physical hazard insurance on an “all risk” basis, (ii) commercial general liability against claims for bodily injury, death or property damage covering any and all insurable claims, (iii) explosion insurance in respect of any boilers, machinery or similar apparatus constituting Collateral, (iv) business interruption insurance, (v) worker’s compensation insurance and such other insurance as may be required by any Requirement of Law and (vi) such other insurance against risks as the Administrative Agents may from time to time reasonably require (such policies to be in such form and amounts and having such coverage as may be reasonably satisfactory to the Administrative Agents and the Collateral Agents); provided that with respect to physical hazard insurance, the applicable Company shall not agree to the adjustment of any claim thereunder without the consent of the Collateral Agents (such consent not to be unreasonably withheld or delayed).

(b) Requirements of Insurance. All such insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Collateral Agents of written notice thereof, (ii) name the applicable Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the applicable Secured Parties (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable and be reasonably satisfactory in all other respects to the Collateral Agents.

(c) Notice to Agents. Notify the Administrative Agents and the Collateral Agents immediately whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 5.04 is taken out by any Company; and promptly deliver to the Administrative Agents and the Collateral Agents a duplicate original copy of such policy or policies.

(d) Flood Insurance. With respect to each Mortgaged Property, obtain flood insurance in such total amount as the Administrative Agents or the Required Lenders may from time to time require, if at any time the area in which any improvements located on any Mortgaged Property is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time.

(e) Broker’s Report. Deliver to the Administrative Agents and the Collateral Agents and the Lenders a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Administrative Agents or the Collateral Agents may from time to time reasonably request.

94

(f) Mortgaged Properties. No Loan Party that is an owner of Mortgaged Property shall take any action that is (i) inconsistent with past practices and (ii) reasonably likely to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Loan Party’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Premises, and each Loan Party shall otherwise comply in all material respects with all Insurance Requirements in respect of the Premises; provided, however, that each Loan Party may, at its own expense and after written notice to the Administrative Agents, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 5.04 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 5.04.

SECTION 5.05 Obligations and Taxes.

(a) Payment of Obligations. Pay its Indebtedness and other obligations promptly and in accordance with their terms and pay and discharge promptly when due all Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims for labor, services, materials and supplies or otherwise that, if unpaid, might give rise to a Lien other than a Permitted Lien upon such properties or any part thereof; provided that such payment and discharge shall not be required with respect to any such Tax, assessment, charge, levy or claim so long as (x)(i) the validity or amount thereof shall be contested in good faith by appropriate proceedings timely instituted and diligently conducted and the applicable Company shall have set aside on its books adequate reserves or other appropriate provisions with respect thereto in accordance with GAAP, (ii) such contest operates to suspend collection of the contested obligation, Tax, assessment or charge and enforcement of a Lien other than a Permitted Lien and (iii) in the case of Collateral, the applicable Company shall have otherwise complied with the Contested Collateral Lien Conditions or (y) the failure to pay could not reasonably be expected to result in a Material Adverse Effect.

(b) Filing of Returns. Timely and correctly file all material Tax Returns required to be filed by it. Withhold, collect and remit all Taxes that it is required to collect, withhold or remit.

(c) Tax Shelter Reporting. Borrowers do not intend to treat the Loans as being a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4. In the event any Borrower determines to take any action inconsistent with such intention, it will promptly notify the Administrative Agents thereof.

SECTION 5.06 Employee Benefits. Comply in all material respects with the applicable provisions of ERISA and the Code and (b) furnish to the Administrative Agents (x) as soon as possible after, and in any event within 5 days after any Responsible Officer of any Company or any ERISA Affiliates of any Company knows or has reason to know that, any ERISA Event has occurred that, alone or together with any other ERISA Event would reasonably be expected to result in liability of the Companies or any of their ERISA Affiliates in an aggregate amount exceeding $500,000 or the imposition of a Lien, a statement of a Financial Officer of Borrowers setting forth details as to such ERISA Event and the action, if any, that the Companies propose to take with respect thereto, and (y) upon request by any Administrative Agent, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Company or any ERISA Affiliate with the Internal Revenue Service with respect to each Plan; (ii) the most recent actuarial valuation report for each Plan; (iii) all notices received by any Company or any ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan (or employee benefit plan sponsored or contributed to by any

95

Company) as any Administrative Agent shall reasonably request. With respect to any Loan Party organized outside the United States, such Loan Party shall ensure that all Foreign Plans and pension plans or schemes operated by or maintained for the benefit of any of its employees are, to the extent required by applicable Requirements of Law, fully funded based on reasonable actuarial assumptions and recommendations and otherwise are operated or maintained in all material respects as required by applicable Requirements of Law.

SECTION 5.07 Maintaining Records; Access to Properties and Inspections; Annual Meetings.

(a) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP are made of all dealings and transactions in relation to its business and activities. Each Company will permit any representatives designated by any Administrative Agent or any Lender (but at such Lender’s expense if no Event of Default has occurred and is continuing) to visit and inspect the financial records and the property of such Company upon reasonable prior written notice at reasonable times during normal business hours and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by any Administrative Agent or any Lender (but at such Lender’s expense if no Event of Default has occurred and is continuing) to discuss the affairs, finances, accounts and condition of any Company with the officers and employees thereof and advisors therefor (including independent accountants) provided that a representative of each Company may participate in any such discussion.

(b) Within 150 days after the end of each fiscal year of the Companies, at the request of any Administrative Agent or Required Lenders, hold a meeting (at a mutually agreeable location, venue and time or, at the option of such Administrative Agent, by conference call, the costs of such venue or call to be paid by Borrowers) with all Lenders who choose to attend such meeting, at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of the Companies and the budgets presented for the current fiscal year of the Companies.

SECTION 5.08 Use of Proceeds. Use the proceeds of the Loans only for the purposes set forth in Section 3.12 and request the issuance of Letters of Credit only for the purposes set forth in the definition of Commercial Letter of Credit or Standby Letter of Credit, as the case may be.

SECTION 5.09 Compliance with Environmental Laws: Environmental Reports.

(a) Comply, and cause all lessees and other persons occupying Real Property (whether owned, operated or leased) of any Company to comply, in all material respects with all Environmental Laws and Environmental Permits applicable to its operations and Real Property; obtain and renew all material Environmental Permits applicable to its operations and Real Property; and conduct all Responses required by, and in accordance with, Environmental Laws; provided that no Company shall be required to undertake any Response to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

(b) If a Default caused by reason of a breach of Section 3.18 or Section 5.09(a) shall have occurred and be continuing for more than 20 days without the Companies commencing activities reasonably likely to cure such Default in accordance with Environmental Laws, at the written request of any Administrative Agent or the Required Lenders through such Administrative Agent, provide to the Lenders within 45 days after such request, at the expense of Borrowers, an environmental assessment report regarding the matters which are the subject of such Default, including, where appropriate, soil and/or groundwater sampling, prepared by an environmental consulting firm and, in the form and

96

substance, reasonably acceptable to the Administrative Agents and indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance or Response to address them.

SECTION 5.10 [lntentionally Omitted].

SECTION 5.11 Additional Collateral; Additional Guarantors.

(a) Subject to this Section 5.11, with respect to any property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 days after the acquisition thereof) (i) execute and deliver to the Administrative Agents and the Collateral Agents such amendments or supplements to the relevant Security Documents or such other documents as any Administrative Agent or Collateral Agent shall deem necessary or advisable to grant to the applicable Collateral Agent, for its benefit and for the benefit of the applicable Secured Parties, a Lien on such property subject to no Liens other than Permitted Liens, and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by any Administrative Agent. Borrowers shall otherwise take such actions and execute and/or deliver to the applicable Collateral Agent such documents as the applicable Administrative Agent or such Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired properties.

(b) With respect to any person that is or becomes a Subsidiary after the Closing Date, promptly (and in any event within 30 days after such person becomes a Subsidiary) (i) deliver to the applicable Collateral Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank, or otherwise as required by a Requirement of Law, by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Subsidiary to any Loan Party together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party and (ii) cause such new Subsidiary (A) to execute a Joinder Agreement or such comparable documentation to become a Guarantor (provided, that in the case of any Foreign Subsidiary, such Foreign Subsidiary shall have the benefit of Section 7.10 and, in any event, such Foreign Subsidiary shall not guarantee the US Obligations) and a joinder agreement to the applicable Security Agreement, substantially in the form annexed thereto or, in the case of a Foreign Subsidiary, grant Liens in favor of Canadian Collateral Agent over all or substantially all of its assets, if applicable, on similar terms to the Liens granted pursuant to any Security Document to which any other Foreign Subsidiary incorporated in the same jurisdiction as such Foreign Subsidiary is a party, having first completed any requirements of any applicable law or regulation in any relevant jurisdiction concerning financial assistance by a company for the acquisition of or subscription for shares or concerning the protection of shareholders’ capital, and (B) to take all actions necessary or advisable in the opinion of any Administrative Agent or Collateral Agent to cause the Lien created by the applicable Security Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including the filing of financing statements (or the foreign equivalent thereof) in such jurisdictions as may be reasonably requested by such Administrative Agent or such Collateral Agent. Notwithstanding the foregoing, (1) the Equity Interests required to be delivered to the applicable Collateral Agent pursuant to clause (i) of this Section 5.11(b) shall not include any Equity Interests of a Foreign Subsidiary created or acquired after the Closing Date and (2) no Foreign Subsidiary shall be required to take the actions specified in clause (ii) of this Section 5.11(b), if, in the case of either clause (1) or (2), doing so would constitute an investment of earnings in United States property under Section 956 (or a successor provision) of the Code; provided that this exception shall not apply to (A) Voting Stock of any Subsidiary which is a first-tier controlled foreign corporation (as defined in Section 957(a) of the Code) representing 66% of the total voting power of all

97

outstanding Voting Stock of such Subsidiary and (B) 100% of the Equity Interests not constituting Voting Stock of any such Subsidiary, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this Section 5.11(b).

(c) Promptly grant to the applicable Collateral Agent, within 30 days of the acquisition thereof, a security interest in and Mortgage on (i) each Real Property owned in fee by such Loan Party as is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon, individually has a fair market value of at least $500,000, and (ii) unless such Collateral Agent otherwise consents, each leased Real Property of such Loan Party which lease individually has a fair market value of at least $500,000, in each case, as additional security for the Secured Obligations (unless the subject property is already mortgaged to a third party to the extent permitted by Section 6.02). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agents and the Collateral Agents and shall constitute valid and enforceable perfected Liens subject only to Permitted Liens or other Liens acceptable to the Collateral Agents. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agents required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agents such documents as any Administrative Agent or the Collateral Agent reasonably shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agents and the Collateral Agents) in respect of such Mortgage).

SECTION 5.12 Security Interests; Further Assurances. Promptly, upon the reasonable request of any Administrative Agent or any Collateral Agent, at Borrowers’ expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by any Administrative Agent or Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby subject to no other Liens except as permitted by the applicable Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. Deliver or cause to be delivered to the Administrative Agents and the Collateral Agents from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agents and the Collateral Agents as any Administrative Agent or Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by any Administrative Agent, any Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority execute and deliver all applications, certifications, instruments and other documents and papers that such Administrative Agent, such Collateral Agent or such Lender may require. If any Administrative Agent, any Collateral Agent or the Required Lenders determine that they are required by a Requirement of Law to have appraisals prepared in respect of the Real Property of any Loan Party constituting Collateral, Borrowers shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance satisfactory to such Administrative Agent and such Collateral Agent.

98

SECTION 5.13 Information Regarding Collateral.

(a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office or registered office, as appropriate, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business identification number, organizational identification number or registered office, as appropriate, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents and the Administrative Agents not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agents with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agents of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement.

(b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agents and the Collateral Agents a Perfection Certificate Supplement and a certificate of a Responsible Officer of Borrowers certifying that all UCC and PPSA financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

SECTION 5.14 Post-Closing Collateral Matters. Execute and deliver the documents and complete the tasks set forth on Schedule 5.14, in each case within the time limits specified on such schedule.

SECTION 5.15 Affirmative Covenants with Respect to Leases. With respect to each Lease, the respective Loan Party shall perform all the obligations imposed upon the landlord under such Lease and enforce all of the tenant’s obligations thereunder, except where the failure to so perform or enforce could not reasonably be expected to result in a Material Adverse Effect.

ARTICLE VI.

NEGATIVE COVENANTS

Each Loan Party warrants, covenants and agrees with each Lender that, so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders and Required Revolving Lenders shall otherwise consent in writing, no Loan Party will, nor will they cause or permit any Subsidiaries to:

99

SECTION 6.01 Indebtedness. Incur, create, assume or permit to exist, directly or indirectly, any Indebtedness, except:

(a) Indebtedness incurred under this Agreement and the other Loan Documents;

(b) (i) the Senior Subordinated Notes and Senior Subordinated Note Guarantees (including any notes and guarantees issued in exchange therefor in accordance with the registration rights document entered into in connection with the issuance of the Senior Subordinated Notes and Senior Subordinated Note Guarantees) and Indebtedness outstanding on the Closing Date and listed on Schedule 6.01(b), and (ii) refinancings or renewals thereof; provided that (A) any such refinancing Indebtedness is in an aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith, (B) such refinancing Indebtedness has a later or equal final maturity and longer or equal weighted average life than the Indebtedness being renewed or refinanced and (C) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Indebtedness being renewed or refinanced;

(c) Indebtedness under Hedging Obligations with respect to interest rates, foreign currency exchange rates or commodity prices, in each case not entered into for speculative purposes; provided that if such Hedging Obligations relate to interest rates, (i) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Loan Documents and (ii) the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to which such Hedging Obligations relate;

(d) Indebtedness permitted by Section 6.04(f);

(e) Indebtedness in respect of Purchase Money Obligations and Capital Lease Obligations, and refinancings or renewals thereof, in an aggregate amount not to exceed the Dollar Equivalent of $10,000,000 at any time outstanding;

(f) Indebtedness incurred by Foreign Subsidiaries (other than Indebtedness of Canadian Borrower incurred pursuant to this Agreement) and Subsidiaries that are not Guarantors, and refinancings or renewals thereof, in an aggregate amount not to exceed the Dollar Equivalent of $20,000,000 at any time outstanding;

(g) Indebtedness in respect of bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of any Company in the ordinary course of business, including guarantees or obligations of any Company with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other than for an obligation for money borrowed), in an aggregate amount not to exceed the Dollar Equivalent of $5,000,000 at any time outstanding;

(h) Contingent Obligations of any Loan Party or its Subsidiaries in respect of leases or Indebtedness otherwise permitted under this Section 6.01 and entered into in the ordinary course of business;

(i) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against

100

insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence;

(j) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;

(k) Unsecured Indebtedness of a person existing at the time such person is acquired by or merged with or into or consolidated or amalgamated with any Loan Party or its Subsidiaries or is assumed in connection with the acquisition of assets from such person (and not created in anticipation or contemplation thereof, but including Indebtedness of any Loan Party or its Subsidiaries to former owners of any business acquired in connection with a Permitted Acquisition) in an amount not to exceed the Dollar Equivalent of $10,000,000 at any time; provided that Indebtedness of such person that is redeemed, defeased, retired or otherwise repaid at the time, or immediately upon consummation, of the transaction shall not be considered Indebtedness for purposes of this Agreement;

(l) Indebtedness of any Loan Party or its Subsidiaries issued to any of its directors, employees, officers or consultants or a Subsidiary in connection with the redemption or purchase of Equity Interests in an aggregate amount at any time outstanding that does not exceed the Dollar Equivalent of $5,000,000;

(m) to the extent constituting Indebtedness, the Working Capital Adjustment; and

(n) other unsecured Indebtedness of any Company in an aggregate amount not to exceed the Dollar Equivalent of $20,000,000 at any time outstanding.

SECTION 6.02 Liens. Create, incur, assume or permit to exist, directly or indirectly, any Lien on any property now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except the following (collectively, the “Permitted Liens”):

(a) inchoate Liens for taxes, assessments or governmental charges or levies not yet due and payable or delinquent and Liens for taxes, assessments or governmental charges or levies, which (i) are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien, and (ii) in the case of any such charge or claim which has or may become a Lien against any of the Collateral, such Lien and the contest thereof shall satisfy the Contested Collateral Lien Conditions;

(b) Liens in respect of property of any Company imposed by Requirements of Law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of the property of the Companies, taken as a whole, and do not materially impair the use thereof in the operation of the business of the Companies, taken as a whole, (ii) which, if they secure obligations that are then due and unpaid, are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien, and (iii) in the case of any such Lien which has or may become a Lien against any of the Collateral, such Lien and the contest thereof shall satisfy the Contested Collateral Lien Conditions;

101

(c) any Lien in existence on the Closing Date and set forth on Schedule 6.02(c) and any Lien granted as a replacement or substitute therefor; provided that any such replacement or substitute Lien (i) except as permitted by Section 6.01(b)(ii)(A), does not secure an aggregate amount of Indebtedness, if any, greater than that secured on the Closing Date and (ii) does not encumber any property other than the property subject thereto on the Closing Date (any such Lien, an “Existing Lien”);

(d) survey exceptions, easements, rights-of-way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances, and minor title deficiencies on or with respect to any Real Property, in each case whether now or hereafter in existence, not (i) securing Indebtedness, (ii) individually or in the aggregate materially impairing the value or marketability of such Real Property or (iii) individually or in the aggregate materially interfering with the ordinary conduct of the business of the Companies at such Real Property;

(e) Liens arising out of judgments, attachments or awards not resulting in an Event of Default and in respect of which such Company shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings and, in the case of any such Lien which has or may become a Lien against any of the Collateral, such Lien and the contest thereof shall satisfy the Contested Collateral Lien Conditions;

(f) Liens (other than any Lien imposed by ERISA) (x) imposed by Requirements of Law or deposits made in connection therewith in the ordinary course of business in connection with workers’ compensation, employment or unemployment insurance and other types of social security legislation, employee source deductions, goods and services taxes, sales taxes, municipal taxes, Quebec corporate taxes and Quebec pension fund obligations, (y) incurred in the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or (z) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided that (i) with respect to clauses (x), (y) and (z) of this paragraph (f), such Liens are for amounts not yet due and payable or delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings for orders entered in connection with such proceedings have the effect of preventing the forfeiture or sale of the property subject to any such Lien, (ii) to the extent such Liens are not imposed by Requirements of Law, such Liens shall in no event encumber any property other than cash and Cash Equivalents, (iii) in the case of any such Lien against any of the Collateral, such Lien and the contest thereof shall satisfy the Contested Collateral Lien Conditions and (iv) the aggregate amount of deposits at any time pursuant to clause (y) and clause (z) of this paragraph (f) shall not exceed the Dollar Equivalent of $1,500,000 in the aggregate;

(g) Leases of the properties of any Company, in each case entered into in the ordinary course of such Company’s business so long as such Leases do not, individually or in the aggregate, (i) interfere in any material respect with the ordinary conduct of the business of any Company or (ii) materially impair the use (for its intended purposes) or the value of the property subject thereto;

(h) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Company in the ordinary course of business in accordance with the past practices of such Company;

102

(i) Liens securing Indebtedness incurred pursuant to Section 6.01(e): provided that any such Liens attach only to the property being financed pursuant to such Indebtedness and do not encumber any other property of any Company;

(j) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any Company, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that, unless such Liens are non-consensual and arise by operation of law, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness except Obligations hereunder;

(k) Liens on property of a person existing at the time such person is acquired or merged with or into or consolidated or amalgamated with any Company to the extent permitted hereunder (and not created in anticipation or contemplation thereof); provided that such Liens do not extend to property not subject to such Liens at the time of acquisition (other than improvements thereon) and are no more favorable to the lienholders than such existing Lien;

(l) Liens granted pursuant to the Security Documents to secure the Secured Obligations;

(m) licenses of Intellectual Property granted by any Company in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Companies;

(n) the filing of UCC or PPSA financing statements solely as a precautionary measure in connection with operating leases or consignment of goods;

(o) the existence of the “equal and ratable” clause in the Senior Subordinated Note Documents (but not any security interests granted pursuant thereto);

(p) customary Liens on deposits required in connection with the purchase of property, plant, equipment and inventory, in each case incurred in the ordinary course of business;

(q) Liens in favor of any Loan Party;

(r) any interest or title of a lessor under any lease in such lease entered into in the ordinary course of business;

(s) Liens securing Indebtedness permitted under Section 6.01(f);

(t) Liens incurred in the ordinary course of business of any Company with respect to obligations that do not in the aggregate exceed the Dollar Equivalent of $5,000,000 at any time outstanding;

provided, however, that no consensual Liens shall be permitted to exist, directly or indirectly, on any Securities Collateral, other than Liens granted pursuant to the Security Documents.

SECTION 6.03 Sale and Leaseback Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful

103

in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”) unless (i) the sale of such property is permitted by Section 6.06 and (ii) any Liens arising in connection with its use of such property are permitted by Section 6.02.

SECTION 6.04 Investment, Loan and Advances. Directly or indirectly, lend money or credit (by way of guarantee or otherwise) or make advances to any person, or purchase or acquire any stock, bonds, notes, debentures or other obligations or securities of, or any other interest in, or make any capital contribution to, any other person, or purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract (all of the foregoing, collectively, “Investments”), except that the following shall be permitted:

(a) the Companies may consummate the Transactions in accordance with the provisions of the Transaction Documents;

(b) Investments outstanding on the Closing Date and identified on Schedule 6.04(b);

(c) the Companies may (i) acquire and hold accounts receivables owing to any of them if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary terms, (ii) invest in, acquire and hold cash and Cash Equivalents, (iii) endorse negotiable instruments held for collection in the ordinary course of business or (iv) make lease, utility and other similar deposits and deposits with suppliers in the ordinary course of business;

(d) Hedging Obligations incurred pursuant to Section 6.01(c);

(e) loans and advances to directors, employees and officers of Borrowers and the Subsidiaries for bona fide business purposes and to purchase Equity Interests of US Borrower, in aggregate amount not to exceed the Dollar Equivalent of $2,000,000 at any time outstanding; provided that no loans in violation of Section 402 of the Sarbanes-Oxley Act shall be permitted hereunder;

(f) Investments (i) by any Company in US Borrower or any wholly-owned Domestic Subsidiary of US Borrower, (ii) by any Foreign Subsidiary of US Borrower in Canadian Borrower or any other Foreign Subsidiary of US Borrower, (iii) by a Company that is not a Guarantor in any other Company, (iv) by US Borrower in its Domestic Subsidiaries, (v) by US Borrower in its Foreign Subsidiaries in an aggregate amount not to exceed the Dollar Equivalent of $25,000,000 at any time and (vi) by Canadian Borrower in its Subsidiaries so long as such Subsidiaries are, or become, Guarantors to the extent required by Section 5.11; provided that any Investment in the form of a loan or advance shall be evidenced by the Intercompany Note and, in the case of a loan or advance by a Loan Party, pledged by such Loan Party as Collateral pursuant to the Security Documents;

(g) Investments in securities of trade creditors or customers in the ordinary course of business received upon foreclosure or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers or pursuant to any litigation, arbitration or other disputes with persons who are not Affiliates of a Company;

(h) Investments made by Borrowers or any Subsidiary as a result of consideration received in connection with an Asset Sale made in compliance with Section 6.06;

(i) Investments made in connection with any Permitted Acquisition;

104

(j) Investments made in exchange for, or out of the Net Cash Proceeds of the substantially concurrent sale of Equity Interests of Holdings or from the substantially concurrent contribution of common equity capital to Holdings;

(k) Contingent Obligations permitted by Section 6.01;

(l) the repurchase of securities deemed to occur upon the exercise of stock or similar options to the extent such securities represent all or a portion of the exercise price of those options in an amount not to exceed the Dollar Equivalent of $2,000,000 in any fiscal year;

(m) so long as no Event of Default has occurred and is continuing, the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of any Loan Party that is contractually subordinated to the Obligations with the net cash proceeds from a substantially concurrent incurrence of permitted refinancing Indebtedness;

(n) the repurchase, redemption or other acquisition or retirement of any Equity Interests of Holdings or any of its Subsidiaries held by any current or former officer, director or employee of Holdings or any of its Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement in an amount not to exceed the Dollar Equivalent of $5,000,000; and

(o) other Investments in an aggregate amount not to exceed the Dollar Equivalent of $15,000,000 at any time outstanding.

An Investment shall be deemed to be outstanding to the extent not returned in the same form as the original Investment to Borrowers or any Guarantor.

SECTION 6.05 Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger, amalgamation or consolidation (or agree to do any of the foregoing at any future time), except that the following shall be permitted:

(a) the Transactions as contemplated by the Transaction Documents;

(b) Asset Sales in compliance with Section 6.06;

(c) acquisitions in compliance with Section 6.07;

(d) any Company other than Borrowers may merge or consolidate with or into any Domestic Subsidiary as long as such Domestic Subsidiary is the surviving person; provided that the Lien on and security interest in such property granted or to be granted in favor of the applicable Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable; and

(e) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect.

To the extent the Required Lenders (or such greater number of Lenders as required pursuant to Section 10.02) waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a

105

Company) shall be sold free and clear of the Liens created by the Security Documents, and the Agents shall take all actions they deem appropriate in order to effect the foregoing.

SECTION 6.06 Asset Sales. Effect any Asset Sale, or agree to effect any Asset Sale, except that the following shall be permitted:

(a) disposition of used, worn out, obsolete or surplus property by any Company in the ordinary course of business and the abandonment or other disposition of Intellectual Property that is, in the reasonable judgment of Borrowers, no longer economically practicable to maintain or useful in the conduct of the business of the Companies taken as a whole;

(b) Asset Sales; provided that the aggregate consideration received in respect of all Asset Sales pursuant to this clause (b) shall not exceed the Dollar Equivalent of $10,000,000 in any four consecutive fiscal quarters of Borrowers;

(c) leases of real or personal property in the ordinary course of business and in accordance with the applicable Security Documents;

(d) the Transactions as contemplated by the Transaction Documents;

(e) mergers and consolidations in compliance with Section 6.05;

(f) assignments and licenses of Intellectual Property in the ordinary course of business; and

(g) dispositions of assets as a result of a Casualty Event so long as the proceeds thereof are applied in accordance with Section 2.10(f).

To the extent the Required Lenders (or such greater number of Lenders as required pursuant to Section 10.02) waive the provisions of this Section 6.06 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.06, such Collateral (unless sold to a Company) shall be sold free and clear of the Liens created by the Security Documents, and the Agents shall take all actions they deem appropriate in order to effect the foregoing.

SECTION 6.07 Acquisitions. Purchase or otherwise acquire (in one or a series of related transactions) any part of the property (whether tangible or intangible) of any person (or agree to do any of the foregoing at any future time), except that the following shall be permitted:

(a) Capital Expenditures by US Borrower and its Subsidiaries shall be permitted to the extent permitted by Section 6.10(c);

(b) purchases, licenses and other acquisitions of inventory, materials, equipment and intangible property in the ordinary course of business;

(c) Investments in compliance with Section 6.04;

(d) leases of real or personal property in the ordinary course of business and in accordance with the applicable Security Documents;

(e) the Transactions as contemplated by the Transaction Documents;

(f) Permitted Acquisitions; and

106

(g) mergers and consolidations in compliance with Section 6.05;

provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agents under the applicable Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or Section 5.12, as applicable.

SECTION 6.08 Dividends. Authorize, declare or pay, directly or indirectly, any Dividends with respect to any Company, except that the following shall be permitted:

(a) Dividends by any Company to Borrowers or any Guarantor that is a Wholly Owned Subsidiary of any Borrower;

(b) Dividends by Mozaic;

(c) so long as no Event of Default has occurred it is continuing, payments by US Borrower to or on behalf of Holdings in an amount sufficient to pay out-of-pocket legal, accounting and filing costs and other expenses in the nature of overhead in the ordinary course of business of Holdings (it being understood that such costs and expenses shall not include costs, fees or expenses incurred in connection with the consummation of the Transactions or pursuant to the Advisory Agreement or any other management agreement);

(d) payments to Holdings to permit Holdings, and the subsequent use of such payments by Holdings, to repurchase or redeem its Qualified Capital Stock held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of any Company, upon their death, disability, retirement, severance or termination of employment or service; provided that the aggregate cash consideration paid for all such redemptions and payments shall not exceed, in any fiscal year, $3,000,000;

(e) payments to Holdings in respect of Permitted Tax Distributions to the extent actually used by Holdings to pay applicable income Taxes;

(f) payment of the Working Capital Adjustment; and

(g) the repurchase or redemption by Holdings of Equity Interests of Holdings held by CVC or another Equity Investor set forth in clause (1) of the definition thereof concurrently with the issuance of a commensurate amount of Equity Interests of Holdings to Lyon Southern Inc. or other Equity Investor set forth in clause (3) of the definition thereof.

SECTION 6.09 Transactions with Affiliates. Enter into, directly or indirectly, any transaction or series of related transactions, whether or not in the ordinary course of business, with any Affiliate of any Company (other than between or among Borrowers and one or more Guarantors), other than on terms and conditions at least as favorable to such Company as would reasonably be obtained by such Company at that time in a comparable arm’s-length transaction with a person other than an Affiliate, except that the following shall be permitted:

(a) Dividends permitted by Section 6.08;

(b) Investments permitted by Sections 6.04(e) and (f);

107

(c) reasonable director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements, in each case approved by the Board of Directors of US Borrower;

(d) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and otherwise not prohibited by the Loan Documents;

(e) so long as no Default exists, (i) the payment of regular management fees in the amounts and at the times specified in the Advisory Agreement, as in effect on the Closing Date or as thereafter amended or replaced in any manner, that, taken as a whole, is not more adverse to the interests of the Lenders in any material respect than such agreement as it was in effect on the Closing Date; provided that the payment of regular management fees pursuant to the Advisory Agreement shall in any event not exceed $500,000 per fiscal year; and (ii) the payment of fees pursuant to the Advisory Agreement, as in effect on the Closing Date or as thereafter amended or replaced in any manner, that, taken as a whole, is not more adverse to the interests of the Lenders in any material respect than such agreement as it was in effect on the Closing Date, in an amount equal to one percent of the total enterprise value of any Permitted Acquisition acquired for cash consideration in excess of $25,000,000;

(f) the existence of, and the performance by any Loan Party of its obligations under the terms of, any limited liability company, limited partnership or other Organizational Document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) or other agreement to which it is a party on the Closing Date, and which has been disclosed to the Lenders as in effect on the Closing Date, and similar agreements that it may enter into thereafter; provided, however, that the existence of, or the performance by any Loan Party of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.09(f) to the extent not more adverse to the interest of the Lenders in any material respect, when taken as a whole, than any of such documents and agreements as in effect on the Closing Date;

(g) sales of Qualified Capital Stock of Holdings to Affiliates of Holdings not otherwise prohibited by the Loan Documents and the granting of registration and other customary rights in connection therewith;

(h) any transaction with an Affiliate where the only consideration paid by any Loan Party is Qualified Capital Stock of Holdings; and

(i) the Transactions as contemplated by the Transaction Documents.

SECTION 6.10 Financial Covenants.

(a) Maximum Total Leverage Ratio. Permit the Total Leverage Ratio, as measured on the dates set forth in the table below for the twelve-month period ending on such measurement date, to exceed the ratio set forth opposite such period in the table below:

Test Period	Leverage Ratio
March 31, 2006	6.25 to 1.00
June 30, 2006	6.25 to 1.00

108

Test Period	Leverage Ratio
September 30, 2006	6.25 to 1.00
December 31, 2006	6.25 to 1.00
March 31, 2007	6.00 to 1.00
June 30, 2007	6.00 to 1.00
September 30, 2007	6.00 to 1.00
December 31, 2007	5.75 to 1.00
March 31, 2008	5.75 to 1.00
June 30, 2008	5.50 to 1.00
September 30, 2008	5.50 to 1.00
December 31, 2008	5.50 to 1.00
March 31, 2009	5.25 to 1.00
June 30, 2009	5.25 to 1.00
September 30, 2009	5.25 to 1.00
December 31, 2009	5.25 to 1.00
March 31, 2010 and thereafter	5.00 to 1.00

(b) Minimum Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio, as measured on the dates set forth in the table below for the twelve-month period ending on such measurement date, to be less than the ratio set forth opposite such period in the table below:

Test Period	Interest Coverage Ratio
March 31, 2006	1.60 to 1.00
June 30, 2006	1.60 to 1.00
September 30, 2006	1.60 to 1.00
December 31, 2006	1.60 to 1.00
March 31, 2007	1.60 to 1.00

109

Test Period	Interest Coverage Ratio
June 30, 2007	1.60 to 1.00
September 30, 2007	1.60 to 1.00
December 31, 2007	1.60 to 1.00
March 31, 2008	1.70 to 1.00
June 30, 2008	1.70 to 1.00
September 30, 2008	1.70 to 1.00
December 31, 2008	1.70 to 1.00
March 31, 2009 and thereafter	1.80 to 1.00

(c) Limitation on Capital Expenditures. Permit the aggregate amount of Capital Expenditures made in any period set forth below to exceed the Dollar Equivalent of the amount set forth opposite such period below:

Period	Amount
Closing Date - December 31, 2005	$	2,000,000
Fiscal Year 2006	$	15,000,000
Fiscal Year 2007	$	15,000,000
Fiscal Year 2008	$	15,000,000
Fiscal Year 2009	$	15,000,000
Fiscal Year 2010	$	15,000,000
Fiscal Year 2011	$	15,000,000

; provided, however, that (x) if the aggregate amount of Capital Expenditures made in any fiscal year shall be less than the maximum amount of Capital Expenditures permitted under this Section 6.10(c) for such fiscal year (before giving effect to any carryover), then an amount of such shortfall not exceeding 50% of such maximum amount may be added to the amount of Capital Expenditures permitted under this Section 6.10(c) for the immediately succeeding (but not any other) fiscal year and (y) in determining whether any amount is available for carryover, the amount expended in any fiscal year shall first be deemed to be from the amount allocated to such fiscal year (before giving effect to any carryover). In addition to the amounts set forth above, the Loan Parties may make additional Capital Expenditures subsequent to the completion of a Permitted Acquisition on assets used by the acquired businesses in an aggregate amount not to exceed $5,000,000 during any twelve-month period.

110

Notwithstanding the foregoing provisions of this Section 6.10, the amount of Capital Expenditures permitted in any period shall exclude the amount of Capital Expenditures made with the net proceeds of any Casualty Event which are reinvested in accordance with the terms of this Agreement.

SECTION 6.11 Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc. Directly or indirectly:

(a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any Indebtedness outstanding under the Senior Subordinated Notes or any other Subordinated Indebtedness, except for payments under the Intercompany Notes or as otherwise permitted by this Agreement;

(b) amend or modify, or permit the amendment or modification of, any provision of any Acquisition Document or Senior Subordinated Note Document in any manner that is materially adverse to the interests of the Lenders;

(c) terminate, amend, modify or change any of its Organizational Documents (including (x) by the filing or modification of any certificate of designation and (y) any election to treat any Pledged Securities (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC other than concurrently with the delivery of certificates representing such Pledged Securities to the applicable Collateral Agent) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments, modifications or changes or such new agreements which are required by any Requirement of Law or are not materially adverse to the interests of the Lenders; provided that US Borrower may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend its Organizational Documents to authorize any such Equity Interests; or

(d) cause or permit any other obligation (other than the Secured Obligations and the Guaranteed Obligations) to constitute Designated Senior Debt (as defined in the Senior Subordinated Note Documents).

SECTION 6.12 Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by any Borrower or any Subsidiary, or pay any Indebtedness owed to a Borrower or a Subsidiary; provided, however, the consent of the shareholders of Mozaic is required for Mozaic to pay dividends, (b) make loans or advances to any Borrower or any Subsidiary or (c) transfer any of its properties to any Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) the Senior Subordinated Note Documents as in effect on the Closing Date and any agreements governing Indebtedness permitted under Section 6.01(e) or (f) any other agreements as agreed by the Administrative Agents; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (v) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vi) any holder of a Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of a Borrower; (ix) without

111

affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (x) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; or (xiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clauses (iii) or (viii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

SECTION 6.13 Limitation on Issuance of Capital Stock.

(a) With respect to US Borrower, issue any Equity Interest that is not Qualified Capital Stock.

(b) With respect to US Borrower or any of its Subsidiaries, issue any Equity Interest (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests which do not decrease the percentage ownership of US Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; and (ii) Subsidiaries of US Borrower formed after the Closing Date in accordance with Section 6.14 may issue Equity Interests to US Borrower or the Subsidiary of US Borrower which is to own such Equity Interests. All Equity Interests issued in accordance with this Section 6.13(b) shall, to the extent required by Sections 5.11 and 5.12 or any Security Agreement or if such Equity Interests are issued by US Borrower, be delivered to the applicable Collateral Agent for pledge pursuant to the applicable Security Document.

SECTION 6.14 Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, US Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of US Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(f)) or (iii) establish, create or acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b) shall be complied with.

SECTION 6.15 Business.

(a) With respect to Holdings, engage in any business activities or have any properties or liabilities, other than (i) its ownership of the Equity Interests of the Acquired Business and the Loan Parties, (ii) obligations under the Loan Documents and the Senior Subordinated Note Documents and (iii) activities and properties incidental to the foregoing clauses (i) and (ii).

(b) With respect to Subsidiaries of Holdings, engage (directly or indirectly) in any business other than those businesses in which such Subsidiaries are engaged on the Closing Date as described in the Confidential Information Memorandum and businesses reasonably related thereto.

112

SECTION 6.16 Limitation on Accounting Changes. Make or permit any material change in accounting policies or reporting practices, without the consent of the Required Lenders, which consent shall not be unreasonably withheld, except changes that are required by GAAP or any Requirement of Law.

SECTION 6.17 Fiscal Year. Change its fiscal year-end to a date other than December 31.

SECTION 6.18 Lease Obligations. Create, incur, assume or suffer to exist any obligations as lessee for the rental or hire of real or personal property of any kind under leases or agreements to lease having an original term of one year or more that would cause the direct and contingent liabilities of US Borrower and its Subsidiaries, on a consolidated basis, in respect of all such obligations to exceed the Dollar Equivalent of $15,000,000 payable in any period of 12 consecutive months.

SECTION 6.19 No Further Negative Pledge. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Senior Subordinated Note Documents as in effect on the Closing Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations; and (5) any prohibition or limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of any lease governing a leasehold interest of US Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of US Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary, (e) customary restrictions in joint ventures and similar agreements, (f) customary non-assignment provisions in licenses or sublicenses in the ordinary course of business, or (g) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(d); provided that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

SECTION 6.20 Anti-Terrorism Law; Anti-Money Laundering.

(a) Directly or indirectly, (i) knowingly conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 3.22, (ii) knowingly deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) knowingly engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law (and the Loan Parties shall deliver to the Lenders any certification or other evidence requested from time to time by any Lender in its reasonable discretion, confirming the Loan Parties’ compliance with this Section 6.20).

(b) Cause or permit any of the funds of such Loan Party that are used to repay the Loans to be derived from any unlawful activity with the result that the making of the Loans would be in violation of any Requirement of Law.

113

SECTION 6.21 Embargoed Person. Cause or permit (a) any of the funds or properties of the Loan Parties that are used to repay the Loans to constitute property of, or be beneficially owned directly or indirectly by, any person subject to sanctions or trade restrictions under United States law (“Embargoed Person”) that is identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by OFAC and/or on any other similar list maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or Requirement of Law promulgated thereunder, with the result that the investment in the Loan Parties (whether directly or indirectly) is prohibited by a Requirement of Law, or the Loans made by the Lenders would be in violation of a Requirement of Law, or (2) the Executive Order, any related enabling legislation or any other similar Executive Orders or (b) any Embargoed Person to have any direct or indirect interest, of any nature whatsoever in the Loan Parties, with the result that the investment in the Loan Parties (whether directly or indirectly) is prohibited by a Requirement of Law or the Loans are in violation of a Requirement of Law.

SECTION 6.22 Holdings. Holdings shall not (a) incur any Indebtedness or any other obligation or liability; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens created under the Collateral Documents to which it is a party; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests of US Borrower, (ii) performing its obligations and activities incidental thereto under the Loan Documents, and to the extent not inconsistent therewith, the Advisory Agreement; and (iii) making Dividends and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any person; (e) sell or otherwise dispose of any Equity Interests of any of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any person other than US Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other persons.

ARTICLE VII.

GUARANTEE

SECTION 7.01 The Guarantee.

The Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety to each Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code or any equivalent law in any applicable jurisdiction) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrowers, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document or any Hedging Agreement entered into with a counterparty that is a Secured Party, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severally agree that if any Borrower or other Guarantors shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary of US Borrower may execute a Guarantee governed by the applicable law of such Guarantor’s jurisdiction of organization

114

(each such Guarantee, a “Foreign Law Guarantee”) and to the extent that the provisions of this Article 7 shall duplicate or conflict with the provisions of such Foreign Law Guarantee, the terms of such Foreign Law Guarantee shall govern the obligations of such Guarantor.

SECTION 7.02 Obligations Unconditional. The obligations of the Guarantors under Section 7.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of Borrowers under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:

(i) at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;

(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(iv) any Lien or security interest granted to, or in favor of, Issuing Bank or any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or

(v) the release of any other Guarantor pursuant to Section 7.09.

The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against any Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings among Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against Borrowers or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any

115

collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

SECTION 7.03 Reinstatement. The obligations of the Guarantors under this Article VII shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Borrower or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

SECTION 7.04 Subrogation; Subordination. Each Guarantor hereby agrees that until the indefeasible payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against Borrowers or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness of any Loan Party permitted pursuant to Section 6.0l(d) shall be subordinated to such Loan Party’s Secured Obligations in the manner set forth in the Intercompany Note evidencing such Indebtedness.

SECTION 7.05 Remedies. The Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of Borrowers under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8.01 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.01) for purposes of Section 7.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against Borrowers and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by Borrowers) shall forthwith become due and payable by the Guarantors for purposes of Section 7.01.

SECTION 7.06 Instrument for the Payment of Money. Each Guarantor hereby acknowledges that the guarantee in this Article VII constitutes an instrument for the payment of money, and consents and agrees that any Lender or Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.

SECTION 7.07 Continuing Guarantee. The guarantee in this Article VII is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.

SECTION 7.08 General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, provincial, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 7.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

116

SECTION 7.09 Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, all or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred (a “Transferred Guarantor”) to a person or persons, none of which is a Borrower or a Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be released from its obligations under this Agreement (including under Section 10.03 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the applicable Collateral Agent pursuant to the applicable Security Documents shall be released, and the applicable Collateral Agent shall take such actions as are necessary to effect each release described in this Section 7.09 in accordance with the relevant provisions of the Security Documents.

SECTION 7.10 Foreign Guarantor Limitations.

(a) Notwithstanding the foregoing provisions of this Article VII and unless otherwise agreed at the time such Foreign Subsidiary becomes a Guarantor, no Foreign Subsidiary shall, or shall be deemed to, guarantee any US Obligations nor shall it have any obligations with respect to any such amounts.

(b) Notwithstanding the foregoing provisions of this Article VII, no Guarantor incorporated under the laws of England and Wales shall, or shall be deemed to, guarantee any Obligations to the extent that, if included, the Guarantee granted by it pursuant hereto would constitute unlawful financial assistance for the purposes of Sections 151 to 158 (inclusive) of the Companies Act 1985 in England and Wales (as amended or otherwise re-enacted from time to time).

ARTICLE VIII.

EVENTS OF DEFAULT

SECTION 8.01 Events of Default. Upon the occurrence and during the continuance of the following events (“Events of Default”):

(a) default shall be made in the payment of any principal of any Loan (including the face amount of any Bankers’ Acceptance) or any Reimbursement Obligation when and as the same shall become due and payable, whether at the due date thereof (including a Term Loan Repayment Date or Acquisition Loan Repayment Date) or at a date fixed for prepayment (whether voluntary or mandatory) thereof or by acceleration thereof or otherwise;

(b) default shall be made in the payment of any interest on any Loan or any Fee or any other amount (other than an amount referred to in paragraph (a) above) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of three Business Days;

(c) any representation or warranty made or deemed made in or in connection with any Loan Document or the Borrowings or issuances of Letters of Credit hereunder, or any representation, warranty, statement or information contained in any report, certificate, financial statement or other instrument furnished in connection with or pursuant to any Loan Document, shall prove to have been false or misleading in any material respect when so made, deemed made or furnished;

(d) default shall be made in the due observance or performance by any Company of any covenant, condition or agreement contained in Section 5.02, 5.03(a) or 5.08 or in Article VI;

117

(e) default shall be made in the due observance or performance by any Company of any covenant, condition or agreement contained in any Loan Document (other than those specified in paragraphs (a), (b) or (d) immediately above) and such default shall continue unremedied or shall not be waived for a period of 30 days after written notice thereof from any Administrative Agent or any Lender to US Borrower;

(f) any Company shall (i) fail to pay any principal or interest, regardless of amount, due in respect of any Indebtedness (other than the Obligations), when and as the same shall become due and payable beyond any applicable grace period, or (ii) fail to observe or perform any other term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any such Indebtedness if the effect of any failure referred to in this clause (ii) is to cause, or to permit the holder or holders of such Indebtedness or a trustee or other representative on its or their behalf (with or without the giving of notice, the lapse of time or both) to cause, such Indebtedness to become due prior to its stated maturity or become subject to a mandatory offer purchase by the obligor; provided that it shall not constitute an Event of Default pursuant to this paragraph (f) unless the aggregate amount of all such Indebtedness referred to in clauses (i) and (ii) exceeds the Dollar Equivalent of $5,000,000 at any one time (provided that, in the case of Hedging Obligations, the amount counted for this purpose shall be the amount payable by all Companies if such Hedging Obligations were terminated at such time);

(g) except with respect to a Company organized under the laws of England and Wales, an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of any Company, or of a substantial part of the property of any Company, under Title 11 of the Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law in any jurisdiction; (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Company or for a substantial part of the property of any Company; or (iii) the winding-up or liquidation of any Company; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(h) except with respect to a Company organized under the laws of England and Wales, any Company shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership, reorganization or similar law in any jurisdiction; (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (g) above; (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Company or for a substantial part of the property of any Company; (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding; (v) make a general assignment for the benefit of creditors; (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due including, in the case of the UK Opco, within the meaning of subsections 123(l)(a), (b), (c) or (d) of the United Kingdom Insolvency Act of 1986; (vii) take any action for the purpose of effecting any of the foregoing; (viii) wind up or liquidate; or (ix) the value of the assets of the UK Opco is less than its liabilities (taking into account contingent and prospective liabilities);

(i) one or more judgments, orders or decrees for the payment of money (to the extent not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) in an aggregate amount in excess of the Dollar Equivalent of $5,000,000 shall be rendered against any Company or any combination thereof and the same shall remain undischarged, unvacated or unbonded for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon properties of any Company to enforce any such judgment;

118

(j) one or more ERISA Events or noncompliance with respect to Foreign Plans shall have occurred that, in the opinion of the Required Lenders, when taken together with all other such ERISA Events and noncompliance with respect to Foreign Plans that have occurred, would reasonably be expected to result in liability of any Company and its ERISA Affiliates in an aggregate amount exceeding the Dollar Equivalent of $5,000,000 or in the imposition of a Lien on any properties of a Company;

(k) any security interest and Lien purported to be created by any Security Document shall cease to be in full force and effect, or shall cease to give the applicable Collateral Agent, for the benefit of the applicable Secured Parties, the Liens, rights, powers and privileges purported to be created and granted under such Security Document (including a perfected first priority security interest in and Lien on all of the Collateral thereunder (except as otherwise expressly provided in such Security Document)) in favor of the applicable Collateral Agent, or shall be asserted by any Borrower or any other Loan Party not to be a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in or Lien on the Collateral covered thereby;

(l) any Loan Document or any material provisions thereof shall at any time and for any reason be declared by a court of competent jurisdiction to be null and void, or a proceeding shall be commenced by any Loan Party or any other person, or by any Governmental Authority, seeking to establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision thereof), or any Loan Party shall repudiate or deny any portion of its liability or obligation for the Obligations;

(m) there shall have occurred a Change in Control;

(n) the Senior Subordinated Notes or the guarantees granted in connection therewith shall cease to be subordinated on terms at least as favorable to the Secured Parties as those in effect on the Closing Date;

(o) any Company shall be prohibited or otherwise restrained from conducting the business theretofore conducted by it in any manner that has or would reasonably be expected to result in a Material Adverse Effect by virtue of any determination, ruling, decision, decree or order of any court or Governmental Authority of competent jurisdiction; or

(p) In addition to the preceding provisions of this Section 8.01 (and such provisions shall not be deemed to otherwise limit the following), with respect to any Company incorporated under the laws of England and Wales: (i) such Company stops or suspends or threatens or announces an intention to stop or suspend payment of its debts or is for the purpose of section 123(2) of the Insolvency Act 1986 of England and Wales (on the basis that the words “proved to the satisfaction of the court” are deemed omitted from section 123(1)(e) thereof) or any other applicable law deemed to be unable or shall admit in writing its inability to pay its debts as they fall due or shall become insolvent or a moratorium is declared in respect of its indebtedness; (ii) a petition is presented or meeting convened or application made for the purpose of appointing an administrator or receiver or other similar officer of, or for the making of an administration order in respect of, such Company and (A) (other than in the case of a petition to appoint an administrator) such petition or application is not discharged within 21 days; or (B) in the case of a petition to appoint an administrator, the Administrative Agents are not reasonably satisfied that it will be discharged before it is heard; (iii) such Company convenes a meeting of its creditors generally or proposes or makes any arrangement or composition with, or any assignment for the benefit of, its creditors generally; (iv) any meeting of such Company is convened for the purpose of considering any resolution for (or to petition for) its winding up or such Company passes such a resolution; (v) a petition is presented for the winding-up of such Company (other than a frivolous or vexatious petition or other petition discharged within 21 days of being presented or any other petition

119

which is contested on bona fide grounds); or (vi) any order is made or resolution passed or other action taken for the suspension of payments, protection from creditors or bankruptcy of such Company;

then, and in every such event (other than an event with respect any Borrower described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Administrative Agents may, and at the request of the Required Lenders shall, by notice to Borrowers, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans and Reimbursement Obligations then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans and Reimbursement Obligations so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind (except as expressly provided herein), all of which are hereby expressly waived by Borrowers and the Guarantors, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to any Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans and Reimbursement Obligations then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers and the Guarantors, anything contained herein or in any other Loan Document to the contrary notwithstanding. In addition to the remedies set forth above, the Administrative Agents may exercise any remedies provided for by the Security Documents in accordance with the terms thereof or any other remedies provided by any Requirement of Law. Anything in this Agreement or otherwise to the contrary notwithstanding, each Lender hereby agrees with each other Lender that no Lender shall take any action to protect or enforce its rights arising out of this Agreement or one or more Loan Documents without first obtaining the prior written consent of the US Administrative Agent, it being the intent of Lenders that any such action to protect or enforce rights under this Agreement or one or more Loan Documents shall be taken in concert and at the direction or with the consent of the US Administrative Agent.

SECTION 8.02 Rescission. If at any time after termination of the Commitments or acceleration of the maturity of the Loans, Borrowers shall pay all arrears of interest and all payments on account of principal of the Loans (including the face amount of Bankers’ Acceptances) and Reimbursement Obligations owing by them that shall have become due otherwise than by acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified herein) and all Defaults (other than non-payment of principal of and accrued interest on the Loans due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 10.02, then upon the written consent of the Required Lenders and written notice to Borrowers, the termination of the Commitments or the acceleration and their consequences may be rescinded and annulled; but such action shall not affect any subsequent Default or impair any right or remedy consequent thereon. The provisions of the preceding sentence are intended merely to bind the Lenders and the Issuing Bank to a decision that may be made at the election of the Required Lenders, and such provisions are not intended to benefit Borrowers and do not give Borrowers the right to require the Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met.

SECTION 8.03 Application of Proceeds. (a) The proceeds received by US Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the US Securities Collateral or US Security Agreement Collateral pursuant to the exercise by US Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by US Collateral Agent pursuant to this Agreement, promptly by US Collateral Agent as follows:

120

(i) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization including compensation to US Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by US Collateral Agent in connection therewith and all amounts for which US Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

(ii) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization including compensation to the other US Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other US Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

(iii) Third, without duplication of amounts applied pursuant to clauses (i) and (ii) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting US Obligations (other than principal and Reimbursement Obligations) and any fees, premiums and scheduled periodic payments due under Hedging Agreements constituting Secured Obligations (other than Canadian Obligations) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing;

(iv) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the US Obligations (including Reimbursement Obligations) and any breakage, termination or other payments under Hedging Agreements constituting Secured Obligations (other than Canadian Obligations) and any interest accrued thereon;

(v) Fifth, to the payment of Canadian Obligations in the order and manner set forth in paragraph (b) below; and

(vi) Sixth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct.

(b) The proceeds received by Canadian Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Foreign Securities Collateral or Foreign Security Agreement Collateral pursuant to the exercise by Canadian Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by Canadian Collateral Agent pursuant to this Agreement, promptly by Canadian Collateral Agent as follows:

(i) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization including compensation to Canadian Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by Canadian Collateral Agent in connection therewith and all amounts for which Canadian Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

(ii) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization including compensation to the other Canadian Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Canadian Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

121

(iii) Third, without duplication of amounts applied pursuant to clauses (i) and (ii) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Canadian Obligations and any fees, premiums and scheduled periodic payments due under Hedging Agreements constituting Secured Obligations (other than US Obligations) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing;

(iv) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Canadian Obligations and any breakage, termination or other payments under Hedging Agreements constituting Secured Obligations (other than US Obligations) and any interest accrued thereon; and

(v) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct.

In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) and (b) of this Section 8.03, the Loan Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding anything to the contrary in any Loan Document, the parties hereto acknowledge and agree that (x) Canadian Borrower and Guarantors that are Foreign Subsidiaries are only obligated with respect to the Canadian Obligations and the costs, expenses and indemnities associated therewith and (y) the Canadian Lenders, Canadian Administrative Agent, Canadian Collateral Agent and certain Affiliates thereof shall be the only Secured Parties with respect to the Canadian Obligations.

ARTICLE IX.

THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

SECTION 9.01 Appointment and Authority. Each of the Lenders and the Issuing Bank hereby irrevocably appoints UBS AG, Stamford Branch, to act on its behalf as US Administrative Agent, US Collateral Agent and Canadian Collateral Agent, and National City Bank, to act on its behalf as Canadian Administrative Agent hereunder and under the other Loan Documents and authorizes such Agents to take such actions on its behalf and to exercise such powers as are delegated to such Agents by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents, the Lenders and the Issuing Bank, and neither Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. Notwithstanding anything else contained herein, any Administrative Agent or any Collateral Agent may assign any of its rights and obligations as an Agent hereunder to any of its Affiliates without the consent of any other party to any Loan Document and UBS AG, Stamford Branch in its capacity as Canadian Collateral Agent may transfer its rights and obligations in such role to a Lender (or an Affiliate of a Lender) designated by it in consultation with Borrowers. Notwithstanding the foregoing, each of Canadian Secured Parties hereby irrevocably appoints Canadian Collateral Agent as the person holding the power of attorney (fonde dé pouvoir) of Canadian Secured Parties as contemplated under Article 2692 of the Civil Code of Quebec, to enter into, to take and to hold on their behalf, and for their benefit, a deed of hypothec (“Deed of Hypothec”) that may hereafter be executed by Canadian Borrower under the laws of the Province of Quebec and creating a Lien on Canadian Borrower’s Collateral located in such Province and to exercise such powers and duties which are conferred upon Canadian Collateral Agent under such deed. Each of the Canadian Secured Parties hereby additionally irrevocably appoints Canadian Collateral Agent as agent, mandatory, custodian and depositary for and on behalf of each of them (i) to hold and to be the sole registered holder of any bond (“Bond”) that may hereafter be issued under any such Deed of Hypothec, the whole notwithstanding Section 32 of the Act respecting the special powers of legal persons (Quebec) or any other applicable law, and (ii) to enter into, to take and to hold on their behalf, and for their benefit, a Bond Pledge Agreement (“Pledge”) that may hereafter be executed by

122

Canadian Borrower under the laws of the Province of Quebec and creating a Lien on the Bond as security for the payment and performance of the Secured Obligations. In this respect, (a) Canadian Collateral Agent, as agent, mandatary, custodian and depositary of the Canadian Secured Parties, shall keep a record indicating the names and addresses of, and the pro rata portion of the obligations and indebtedness secured by any such Pledge, owing to the persons for and on behalf of whom the Bond is so held from time to time, and (b) each of the Canadian Secured Parties will be entitled to the benefits of any Collateral of Canadian Borrower charged under any such Deed of Hypothec and any such Pledge and will participate in the proceeds of realization of any such Collateral, the whole in accordance with the terms hereof. Canadian Collateral Agent, in such aforesaid capacities shall (x) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to Canadian Collateral Agent with respect to the Collateral under any such Deed of Hypothec and Pledge, applicable law or otherwise, and (y) benefit from and be subject to all provisions hereof with respect to Canadian Collateral Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Canadian Secured Parties. Any person who becomes a Canadian Secured Party shall be deemed to have consented to and confirmed Canadian Collateral Agent as the person holding the power of attorney (fondé de pouvoir) and as the agent, mandatary, custodian and depositary as aforesaid and to have ratified, as of the date it becomes a Canadian Secured Parties, all actions taken by Canadian Collateral Agent in such capacities. Canadian Collateral Agent shall be entitled to delegate from time to time any of its powers or duties under any such Deed of Hypothec and any such Pledge to any person and on such terms and conditions as Canadian Collateral Agent may determine from time to time.

SECTION 9.02 Rights as a Lender. Each person serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include each person serving as an Agent hereunder in its individual capacity. Such person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with US Borrower or any Subsidiary or other Affiliate thereof as if such person were not an Agent hereunder and without any duty to account therefor to the Lenders.

SECTION 9.03 Exculpatory Provisions. No Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, no Agent:

(i) shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii) shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that such Agent shall not be required to take any action that, in its judgment or the judgment of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Requirements of Law; and

(iii) shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower or any of its Affiliates that is communicated to or obtained by the person serving as such Agent or any of its Affiliates in any capacity.

123

No Agent shall be liable for any action taken or not taken by it (x) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 10.02) or (y) in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until notice describing such Default is given to such Agent by Borrowers, a Lender or the Issuing Bank.

(b) No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to the Administrative Agents or the Collateral Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term us used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties.

SECTION 9.04 Reliance by Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Bank, the Administrative Agents may presume that such condition is satisfactory to such Lender or the Issuing Bank unless the Administrative Agents shall have received notice to the contrary from such Lender or the Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with legal counsel (who may be counsel for Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

SECTION 9.05 Delegation of Duties. Each Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent, including Canadian Administrative Agent or any other sub-agent which is a non-US affiliate of such Agent. The Canadian Collateral Agent hereby appoints and authorizes the US Collateral Agent, as its agent, to hold, perfect and enforce any security interests the Canadian Collateral Agent may have in any Canadian Collateral to secure the Canadian Obligations and the US Collateral Agent hereby appoints and authorizes the Canadian Collateral Agent, as its agent, to hold, perfect and enforce any security interests the US Collateral Agent may have in any US Collateral to secure the US Obligations. Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent.

124

SECTION 9.06 Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the Issuing Bank and Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth above provided that if the Agent shall notify Borrowers and the Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by any Collateral Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, such retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through an Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by any Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

SECTION 9.07 Non-Reliance on Agent and Other Lenders. Each Lender and the Issuing Bank acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the Issuing Bank also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

SECTION 9.08 No Other Duties, etc. Anything herein to the contrary notwithstanding, none of the bookmanagers, Arrangers, Syndication Agent or Documentation Agent listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as an Administrative Agent, a Collateral Agent, a Lender or the Issuing Bank hereunder.

SECTION 9.09 UK Security Documents. Notwithstanding the foregoing provisions in this Article IX, each of the Lenders hereby acknowledges that the Collateral Agents hold the Collateral the subject of the UK Security Documents as trustee for and on behalf of the Secured Parties in accordance with the terms of the declaration of trust set out in each UK Security Document and that the terms of its appointment, and such trust, shall be as set out (or referred to) in each such UK Security Document.

125

ARTICLE X.

MISCELLANEOUS

SECTION 10.01 Notices.

(a) Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows:

(i) if to any Loan Party, to US Borrower at:

SGS International, Inc.

626 West Main Street, Suite 500

Louisville, Kentucky 40202

Attention: Tom Hughes

Telecopier No.: (502) 634-5298

Email: tom.hughes@alcoa.com

(ii) if to US Administrative Agent, either Collateral Agent or Issuing Bank, to it at:

UBS AG, Stamford Branch

677 Washington Boulevard

Stamford, Connecticut 06901

Attention: Sailoz Sikka

Telecopier No.: (203) 719-3888

Email: sailoz.sikka@ubs.com

(iii) if to Canadian Administrative Agent, to it at

National City Bank, Agent Services

629 Euclid Avenue

Locator 01-3028

Cleveland, Ohio 44114

Attention: Kandie Marskey

Telecopier No.: 216-222-0012

Email: kandie.marskey@nationalcity.com

(iv) if to a Lender, to it at its address (or telecopier number) set forth in its Administrative Questionnaire; and

(v) if to the Swingline Lender, to it at:

UBS Loan Finance LLC

677 Washington Boulevard

Stamford, Connecticut 06901

Attention: Sailoz Sikka

Telecopier No.: (203) 719-3888

Email: sailoz.sikka@ubs.com

126

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b) Electronic Communications. Notices and other communications to the Lenders and the Issuing Bank hereunder may (subject to Section 10.01(d)) be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the applicable Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or the Issuing Bank pursuant to Article II if such Lender or the Issuing Bank, as applicable, has notified the applicable Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. Any Administrative Agent, any Collateral Agent or any Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it (including as set forth in Section 10.01(d)); provided that approval of such procedures may be limited to particular notices or communications.

Unless the applicable Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c) Change of Address, etc. Any party hereto may change its address or telecopier number for notices and other communications hereunder by notice to the other parties hereto.

(d) Posting. Each Loan Party hereby agrees that it will provide to the applicable Administrative Agent all information, documents and other materials that it is obligated to furnish to such Administrative Agent pursuant to this Agreement and any other Loan Document, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a request for a new, or a conversion of an existing, Borrowing or other extension of credit (including any election of an interest rate or interest period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default under this Agreement or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other Credit Extension hereunder (all such non-excluded communications, collectively, the “Communications”), by transmitting the Communications in an electronic/soft medium in a format reasonably acceptable to the applicable Administrative Agent at such e-mail address(es) provided to Borrowers from time to time or in such other form, including hard copy delivery thereof, as the applicable Administrative Agent shall require. In addition, each Loan Party agrees to continue to provide the Communications to the applicable Administrative Agent in the manner specified in this Agreement or any other Loan Document or in such other form, including hard copy delivery thereof, as such Administrative Agent shall require. Nothing in this Section 10.01 shall prejudice the right of the Agents, any Lender or any Loan Party to give any notice or other communication pursuant to this Agreement or any other Loan

127

Document in any other manner specified in this Agreement or any other Loan Document or as any such Agent shall require.

To the extent consented to by the applicable Administrative Agent in writing from time to time, such Administrative Agent agrees that receipt of the Communications by such Administrative Agent at its e-mail address(es) as set forth above shall constitute effective delivery of the Communications to such Administrative Agent for purposes of the Loan Documents; provided that Borrowers shall also deliver to such Administrative Agent an executed original of each Compliance Certificate required to be delivered hereunder.

Each Loan Party further agrees that Administrative Agents may make the Communications available to the Lenders by posting the Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”). The Platform is provided “as is” and “as available.” The Agents do not warrant the accuracy or completeness of the Communications, or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any Agent in connection with the Communications or the Platform. In no event shall the Administrative Agents or any of their Related Parties have any liability to the Loan Parties, any Lender or any other person for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agents’ transmission of communications through the Internet, except to the extent the liability of such person is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such person’s gross negligence or willful misconduct.

SECTION 10.02 Waivers; Amendment.

(a) Generally. No failure or delay by any Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of each Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by this Section 10.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan, issuance of a Letter of Credit or the acceptance or purchase of any Bankers’ acceptance shall not be construed as a waiver of any Default, regardless of whether any Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Borrower in any case shall entitle such Borrower to any other or further notice or demand in similar or other circumstances.

(b) Required Consents. Subject to Section 10.02(c) and (e), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, supplemented or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrowers and the Required Lenders or, in the case of any amendment made on or before January 31, 2006, which only modifies the procedures, allocations and operating arrangements relating to the Revolving Lenders and which does not adversely affect the rights of the Term Lenders, the Borrowers, the Agents and the Required Revolving Lenders or, in the case of any other Loan Document,

128

pursuant to an agreement or agreements in writing entered into by the Administrative Agents, the applicable Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are party thereto, in each case with the written consent of the Required Lenders; provided that no such agreement shall be effective if the effect thereof would:

(i) increase the Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default shall constitute an increase in the Commitment of any Lender);

(ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon (other than interest pursuant to Section 2.06(e), or reduce or forgive any Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (ii));

(iii) change the scheduled final maturity of any Loan, or any scheduled date of payment of or the installment otherwise due on the principal amount of any Term Loan or Acquisition Loan under Section 2.09, (B) postpone the date for payment of any Reimbursement Obligation or any interest or fees (including Acceptance Fees) payable hereunder, (C) change the amount of, waive or excuse any such payment (other than waiver of any increase in the interest rate pursuant to Section 2.06(e)), (D) postpone the scheduled date of expiration of any Revolving Commitment or any Letter of Credit or Bankers’ Acceptance beyond the Revolving Maturity Date or (E) extend the Acquisition Loan Availability Period, in any case, without the written consent of each Lender directly affected thereby;

(iv) increase the maximum duration of Interest Periods hereunder, without the written consent of each Lender directly affected thereby;

(v) permit the assignment or delegation by any Borrower of any of its rights or obligations under any Loan Document, without the written consent of each Lender;

(vi) release any Guarantor from its Guarantee (except as permitted hereunder or permitted pursuant to a waiver or consent to a transaction otherwise prohibited by this Agreement), or limit their liability in respect of such Guarantee, without the written consent of each Lender;

(vii) release all or a substantial portion of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Secured Obligations entitled to the Liens of the Security Documents, in each case without the written consent of each Lender (it being understood that additional Classes of Loans consented to by the Required Lenders may be equally and ratably secured by the Collateral with the then existing Secured Obligations under the Security Documents);

(viii) change (x) Section 2.14(b), (c) or (d) in a manner that would alter the pro rata sharing of payments or setoffs required thereby, (y) any other provision in a manner that would alter the pro rata allocation among the Lenders of Loan disbursements, including the requirements of Sections 2.02(c), 2.17(d) and 2.18(e) or (z) Section 8.03, in each case, without the written consent of each Lender directly affected thereby;

(ix) change any provision of this Section 10.02(b) or Section 10.02(c) or (d), without the written consent of each Lender directly affected thereby (except for additional restrictions on

129

amendments or waivers for the benefit of Lenders of additional Classes of Loans consented to by the Required Lenders);

(x) change the percentage set forth in the definition of “Required Lenders,” “Required Class Lenders,” “Required Revolving Lenders,” “Required Acquisition Lenders” or any other provision of any Loan Document (including this Section) specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be), other than to increase such percentage or number or to give any additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent;

(xi) change the application of prepayments as among or between Classes under Section 2.10(h), without the written consent of the Required Class Lenders of each Class that is being allocated a lesser prepayment as a result thereof (it being understood that the Required Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment that is still required to be made is not changed and, if additional Classes of Acquisition Loans under this Agreement consented to by the Required Lenders are made, such new Acquisition Loans may be included on a pro rata basis in the various prepayments required pursuant to Section 2.10(h).

(xii) change or waive the application of prepayments of Term Loans or Acquisition Loans of any Class set forth in Section 2.10(h) to the remaining scheduled amortization payments to be made thereon under Section 2.09, without the written consent of the Required Class Lenders of such Class;

(xiii) change or waive any provision of Article X as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the written consent of such Agent;

(xiv) change or waive any obligation of the Revolving Lenders relating to the issuance of or purchase of participations in Letters of Credit, without the written consent of the Administrative Agents and the Issuing Bank;

(xv) change or waive any provision hereof relating to Swingline Loans (including the definition of “Swingline Commitment”), without the written consent of the Swingline Lender; or

(xvi) expressly change or waive any condition precedent in Section 4.02 to any Revolving Borrowing without the written consent of the Required Revolving Lenders;

provided, further, that

(xvii) any waiver, amendment or modification prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers) may not be effected without the written consent of the Arrangers.

(c) Collateral. Without the consent of any other person, the applicable Loan Party or Loan Parties and the Administrative Agents and/or Collateral Agents may (in its or their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection,

130

protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable Requirements of Law.

(d) Dissenting Lenders. If, in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by Section 10.02(b), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more persons pursuant to Section 2.16 so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination.

(e) Refinanced Term Loans. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agents, Borrowers and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans of any Class (“Refinanced Term Loans”) with a replacement term loan hereunder which shall constitute Term Loans hereunder (“Replacement Term Loans”); provided that (a) the aggregate principal amount of Replacement Term Loans shall not exceed the aggregate principal amount of Refinanced Term Loans, (b) the Applicable Margin for Replacement Term Loans shall not be higher than the Applicable Margin for Refinanced Term Loans, (c) the weighted average life to maturity of Replacement Term Loans shall not be shorter than the weighted average life to maturity of Refinanced Term Loans at the time of such refinancing and (d) all other terms applicable to Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing Replacement Term Loans than, those applicable to Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the Final Maturity Date in effect immediately prior to such refinancing.

SECTION 10.03 Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agents, the Collateral Agents and their respective Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agents and/or the Collateral Agents) in connection with the syndication of the credit facilities provided for herein (including the obtaining and maintaining of CUSIP numbers for the Loans), the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including in connection with post-closing searches to confirm that security filings and recordations have been properly made, (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket expenses incurred by the Administrative Agents, the Collateral Agents, any Lender or the Issuing Bank (including the fees, charges and disbursements of any counsel for the Administrative Agents, the Collateral Agents, any Lender or the Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.03, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit and (iv) all documentary and similar taxes and charges in respect of the Loan Documents.

131

(b) Indemnification by Borrowers. Borrowers shall, jointly and severally, indemnify each Administrative Agent (and any sub-agent thereof), each Collateral Agent (and any sub-agent thereof) each Lender and the Issuing Bank, and each Related Party of any of the foregoing persons (each such person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release or threatened Release of Hazardous Materials on, at, under or from any property owned, leased or operated by any Company at any time, or any Environmental Claim related in any way to any Company, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

(c) Reimbursement by Lenders. To the extent that any Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.03 to be paid by it to any Administrative Agent (or any sub-agent thereof), any Collateral Agent (or any sub-agent thereof), the Issuing Bank, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to each Administrative Agent (or any such sub-agent), each Collateral Agent (or any sub-agent thereof), the Issuing Bank, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against any Administrative Agent (or any such sub-agent), any Collateral Agent (or any sub-agent thereof), the Swingline Lender or the Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for any Administrative Agent (or any such sub-agent), any Collateral Agent (or any sub-agent thereof), the Swingline Lender or Issuing Bank in connection with such capacity; provided, further, that to the extent any indemnification of the Issuing Bank or the Swingline Lender is required pursuant to this Section 10.03(c), such indemnification shall be limited to Revolving Lenders only. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.14, For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposure, outstanding Term Loans and Acquisition Loans and unused Commitments at the time.

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Requirements of Law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this

132

Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(e) Payments. All amounts due under this Section shall be payable not later than 5 Business Days after demand (accompanied by an invoice) therefor.

SECTION 10.04 Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agents, the Collateral Agents, the Issuing Bank, the Swingline Lender and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of paragraph (b) of this Section 10.04, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section 10.04 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer by any Borrower or any Lender shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the other Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that

(i) except in the case of any assignment made in connection with the primary syndication of the Commitment and Loans by the Arrangers or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agents or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of Revolving Loans and/or Revolving Commitments, or $1,000,000, in the case of any assignment in respect of Term Loans, unless each of the Administrative Agents and, so long as no Default has occurred and is continuing, Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed);

(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis;

133

(iii) the parties to each assignment shall execute and deliver to the Administrative Agents an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agents an Administrative Questionnaire; provided, that for concurrent assignments to two or more Approved Funds such assignment fee shall only be required to be paid once in respect of and at the time of such assignments; and

Subject to acceptance and recording thereof by the Administrative Agents pursuant to paragraph (c) of this Section 10.04, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section 10.04.

(c) Register. The applicable Administrative Agent, acting solely for this purpose as an agent of Borrowers, shall maintain at one of its offices in Stamford, Connecticut a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrowers, the Administrative Agent, the Issuing Bank and the Lenders may treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by any Borrower, the Issuing Bank, the Agents, the Swingline Lender and any Lender (with respect to its own interest only), at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, any Borrower, the Administrative Agents, the Issuing Bank or the Swingline Lender sell participations to any person (other than a natural person or any Borrower or any Affiliates of a Borrower or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) such Borrower, the Administrative Agents and the Lenders and Issuing Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clause (i), (ii) or (iii) of the first proviso to Section 10.02(b) that affects such Participant. Subject to paragraph (e) of this Section, Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.15 (subject to the requirements of those Sections) to the same extent as if it were a Lender and had acquired its interest by

134

assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.14 as though it were a Lender.

(e) Limitations on Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 and 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Borrowers’ prior written consent.

(f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. In the case of any Lender that is a fund that invests in bank loans, such Lender may, without the consent of Borrowers or the Administrative Agents, collaterally assign or pledge all or any portion of its rights under this Agreement, including the Loans and Notes or any other instrument evidencing its rights as a Lender under this Agreement, to any holder of, trustee for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for such obligations or securities.

SECTION 10.05 Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Agents, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.12, 2.13, 2.15 and Article X (other than Section 10.12) shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the payment of the Reimbursement Obligations, the expiration or termination of the Letters of Credit, Bankers’ Acceptances and the Commitments or the termination of this Agreement or any provision hereof.

SECTION 10.06 Counterparts; Integration; Effectiveness; Electronic Execution.

(a) Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agents, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agents and when the Administrative Agents shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.

135

(b) Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Requirement of Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 10.07 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Requirements of Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Bank or any such Affiliate to or for the credit or the account of any Borrower or any other Loan Party against any and all of the obligations of such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the Issuing Bank, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Bank or their respective Affiliates may have. Each Lender and the Issuing Bank agrees to notify Borrowers and the Administrative Agents promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

SECTION 10.09 Governing Law; Jurisdiction; Consent to Service of Process.

(a) Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

(b) Submission to Jurisdiction. Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agents, the Issuing Bank or any Lender

136

may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(c) Waiver of Venue. Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Requirements of Law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 10.09(b). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Requirements of Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Service of Process. Each party hereto irrevocably consents to service of process in any action or proceeding arising out of or relating to any Loan Document, in the manner provided for notices (other than telecopier) in Section 10.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by applicable Requirements of Law.

SECTION 10.10 Waiver of Jury Trial. Each Loan Party hereby waives, to the fullest extent permitted by applicable Requirements of Law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement, any other Loan Document or the transactions contemplated hereby (whether based on contract, tort or any other theory). Each party hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section.

SECTION 10.11 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 10.12 Treatment of Certain Information; Confidentiality. Each Agent, each Lender and the Issuing Bank agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, trustees, agents, advisors and other representatives (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Requirements of Law or by any subpoena or similar legal process, (d) to any other party hereto bound by this Section 10.12, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 10.12, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement to the extent such assignee or Participant agrees to be bound hereby, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Borrower and its obligations to the extent such assignee or Participant agrees to be bound hereby or (iii) any rating agency for the purpose of obtaining a credit rating applicable to any Lender, (g) with the consent of Borrowers or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to any Administrative Agent, any Lender, the Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than any Borrower. For purposes of

137

this Section, “Information” means all information received from any Borrower or any of its Subsidiaries relating to any Borrower or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to any Agent, any Lender or the Issuing Bank on a nonconfidential basis prior to disclosure by any Borrower or any of its Subsidiaries; provided that, in the case of information received from any Borrower or any of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Information as such person would accord to its own confidential information.

SECTION 10.13 USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and each Administrative Agents (for itself and not on behalf of any Lender) hereby notifies Borrowers that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies Borrowers, which information includes the name, address and tax identification number of Borrowers and other information regarding Borrowers that will allow such Lender or such Administrative Agent, as applicable, to identify Borrowers in accordance with the Act. This notice is given in accordance with the requirements of the Act and is effective as to the Lenders and the Administrative Agents.

SECTION 10.14 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable Requirements of Law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable Requirements of Law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 10.15 Lender Addendum. Each Lender to become a party to this Agreement on the date hereof shall do so by delivering to the Administrative Agents a Lender Addendum duly executed by such Lender, Borrowers and the Administrative Agents.

SECTION 10.16 Obligations Absolute. To the fullest extent permitted by applicable Requirements of Law, all obligations of the Loan Parties hereunder shall be absolute and unconditional irrespective of:

(a) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any Loan Party;

(b) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto against any Loan Party;

(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any Loan Document or any other agreement or instrument relating thereto;

138

(d) any exchange, release or non-perfection of any other Collateral, or any release or amendment or waiver of or consent to any departure from any guarantee, for all or any of the Obligations;

(e) any exercise or non-exercise, or any waiver of any right, remedy, power or privilege under or in respect hereof or any Loan Document; or

(f) any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Loan Parties.

SECTION 10.17 Dollar Equivalent Calculations. For purposes of this Agreement, the Dollar Equivalent of each Loan (including the face amount of any Bankers’ Acceptances) that is a Canadian Loan shall be calculated on the date when any such Loan is made, on the first Business Day of each month and at such other times as designated by Canadian Administrative Agent. Such Dollar Equivalent shall remain in effect until the same is recalculated by Canadian Administrative Agent as provided above and notice of such recalculation is received by Borrowers, it being understood that until such notice of such recalculation is received, the Dollar Equivalent shall be that Dollar Equivalent as last reported to Canadian Borrower by Canadian Administrative Agent. Canadian Administrative Agent shall promptly notify Canadian Borrower and the Lenders of each such determination of the Dollar Equivalent.

SECTION 10.18 Judgment Currency.

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

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

(c) For purposes of determining the Dollar Equivalent or any other rate of exchange for this Section 10.18, such amounts shall include any premium and costs payable in connection with the purchase of the Obligation Currency.

139

SECTION 10.19 Special Provisions Relating to Canadian Dollars.

(a) All funds to be made available to Canadian Administrative Agent pursuant to this Agreement in Canadian dollars shall be made available to Canadian Administrative Agent in immediately available, freely transferable, cleared funds to such account with such bank in such principal financial center in Canada as Canadian Administrative Agent shall from time to time nominate for this purpose.

(b) In relation to the payment of any amount denominated in Canadian dollars, Canadian Administrative Agent shall not be liable to Borrowers or any of the Lenders for any delay, or the consequences of any delay, in the crediting to any account of any amount required by this Agreement to be paid by Canadian Administrative Agent if Canadian Administrative Agent shall have taken all relevant and necessary steps to achieve, on the date required by this Agreement, the payment of such amount in immediately available, freely transferable, cleared funds (in Canadian dollars) to the account with the bank in the principal financial center in Canada which Borrowers or, as the case may be, any Lender shall have specified for such purpose. In this Section 10.19(b), “all relevant steps” means all such steps as may be prescribed from time to time by the regulations or operating procedures of such clearing or settlement system as Canadian Administrative Agent may from time to time determine for the purpose of clearing or settling payments of Canadian dollars. Furthermore, and without limiting the foregoing, Canadian Administrative Agent shall not be liable to Borrowers or any of the Lenders with respect to the foregoing matters in the absence of its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision or pursuant to a binding arbitration award or as otherwise agreed in writing by the affected parties).

[Signature Pages Follow]

140

Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

Credit Agreement

Credit Agreement

Credit Agreement

Credit Agreement

Credit Agreement

Credit Agreement

Annex I

Applicable Margin

	Revolving Loans				Term Loans and Acquisition Loans
Total Leverage Ratio	Eurodollar		ABR/ Canadian Prime		Eurodollar		ABR/ Canadian Prime
Level I
>4.50:1.00	2.50	%	1.50	%	2.50	%	1.50	%
Level II
<4.50:1.00 but >3.50:1.00	2.25	%	1.25	%	2.50	%	1.50	%
Level V
<3.50:1.00	2.00	%	1.00		2.50	%	1.50	%

Each change in the Applicable Margin resulting from a change in the Total Leverage Ratio shall be effective with respect to all Loans and Letters of Credit outstanding on and after the date of delivery to the Administrative Agent of the financial statements and certificates required by Section 5.01(a) or (b) and Section 5.01(d), respectively, indicating such change until the date immediately preceding the next date of delivery of such financial statements and certificates indicating another such change. Notwithstanding the foregoing, the Leverage Ratio shall be deemed to be in Level I (i) from the Closing Date to the date of delivery to the Administrative Agent of the financial statements and certificates required by Section 5.01(a) or (b) and Section 5.01(d) for the fiscal period ended at least six months after the Closing Date, (ii) at any time during which Borrowers have failed to deliver the financial statements and certificates required by Section 5.01(a) or (b) and Section 5.01(d) respectively, and (iii) at any time during the existence of an Event of Default.

Annex I-1

EX-10.8

Exhibit 10.8

FIRST AMENDMENT

Dated as of March 17, 2006

This FIRST AMENDMENT (this “Amendment”) is entered into among Southern Graphic Systems – Canada, Co./Systemes Graphiques Southern – Canada, Co., an unlimited liability company organized under the laws of Nova Scotia (“Canadian Borrower”), SGS International, Inc., a Delaware corporation (“US Borrower” and, together with Canadian Borrower, the “Borrowers”), certain affiliates of the Borrowers, as guarantors (the “Guarantors” and, together with the Borrowers, the “Loan Parties”), and the lenders party to the Credit Agreement described below (the “Lenders”).

PRELIMINARY STATEMENTS

1. Reference is made to the Credit Agreement dated as of December 30, 2005 among the Borrowers, the Guarantors, the Lenders, UBS AG, Stamford Branch, as US Administrative Agent (in such capacity, “US Administrative Agent”), National City Bank, as Canadian Administrative Agent (in such capacity, “Canadian Administrative Agent” and, together with US Administrative Agent, the “Administrative Agents”), and the other persons party thereto (the “Credit Agreement”). Capitalized terms used but not otherwise defined herein are used with the meanings given in the Credit Agreement.

2. The Borrowers have requested that the requisite Lenders amend the Credit Agreement as herein set forth.

3. The requisite Lenders are willing to enter into such amendments, on the terms and conditions stated below.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

I. AMENDMENTS TO CREDIT AGREEMENT.

A. Section 5.01 of the Credit Agreement is hereby amended by deleting each reference to “December 31, 2005” and inserting “December 30, 2005” in lieu thereof.

B. Section 6.17 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

SECTION 6.17 Fiscal Year. Change its fiscal year-end for (a) 2005 to a date other than December 30 or (b) 2006 and each year thereafter to a date other than December 31.

II. CONDITIONS TO EFFECTIVENESS. THE AMENDMENT CONTAINED IN SECTION I SHALL BE EFFECTIVE ONLY IF EACH OF THE FOLLOWING CONDITIONS PRECEDENT IS SATISFIED OR WAIVED:

A. The Administrative Agents shall have received counterparts of this Amendment executed by the Loan Parties, Lenders constituting the Required Lenders and Lenders constituting the Required Revolving Lenders.

B. The representations and warranties set forth in Section III shall be true and correct.

C. All fees and expense reimbursements due and payable under the Loan Documents to any Agent shall have been paid.

D. The Administrative Agents shall have received such other documents and instruments as it may reasonably request.

Upon request by US Borrower, US Administrative Agent shall confirm in writing to US Borrower the satisfaction (or waiver) of the foregoing conditions.

III. REPRESENTATIONS AND WARRANTIES.

Each Loan Party represents and warrants that:

A. Authority. Such Loan Party has the requisite power and authority to execute, deliver and perform its obligations under this Amendment. The execution, delivery and performance by such Loan Party of this Amendment, and the performance by such Loan Party of the Credit Agreement (as amended hereby) have been duly approved by all necessary organizational action of such Loan Party.

B. Enforceability. This Amendment has been duly executed and delivered by such Loan Party. When the conditions to effectiveness in Section II of this Amendment have been satisfied, this Amendment and the Credit Agreement (as amended hereby) is the legal, valid and binding obligation of such Loan Party party thereto, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought in proceedings in equity or at law).

C. Representations and Warranties. The representations and warranties made by each Loan Party in the Loan Documents are true and correct in all material respects on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date.

D. No Default. No Default has occurred and is continuing as of the date that this Amendment is effective.

2

IV. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS.

A. If and when this Amendment becomes effective, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby.

B. The Credit Agreement, as amended hereby, and the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations under and as defined in the Credit Agreement, as amended hereby.

C. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or Agent under any of the Loan Documents or constitute, except as expressly set forth herein, a waiver or amendment of any provision of any of the Loan Documents.

D. This Amendment is a Loan Document. The provisions of Sections 10.09 and 10.10 of the Credit Agreement shall apply with like effect to this Amendment.

V. COUNTERPARTS. THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME AGREEMENT. DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE TO THIS AMENDMENT (OR ANY AUTHORIZATION TO EXECUTE THIS AMENDMENT) BY FACSIMILE SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART THEREOF.

VI. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[signature pages follow]

3

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.

EX-10.9

Exhibit 10.9

Execution Copy

SECURITY AGREEMENT

By

SGS INTERNATIONAL, INC.,

as Borrower

and

THE GUARANTORS PARTY HERETO

and

UBS AG, STAMFORD BRANCH,

as US Collateral Agent

Dated as of December 30, 2005

TABLE OF CONTENTS

		Page
PREAMBLE
RECITALS		1
AGREEMENT		2
ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION 1.1.	DEFINITIONS	2
SECTION 1.2.	INTERPRETATION	.9
SECTION 1.3.	RESOLUTION OF DRAFTING AMBIGUITIES	9
SECTION 1.4.	PERFECTION CERTIFICATE	9
ARTICLE II
GRANT OF SECURITY AND SECURED OBLIGATIONS
SECTION 2.1.	GRANT OF SECURITY INTEREST	9
SECTION 2.2	FILINGS	11
ARTICLE III
PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES; USE OF PLEDGED COLLATERAL
SECTION 3.1.	DELIVERY OF CERTIFICATED SECURITIES COLLATERAL	11
SECTION 3.2.	PERFECTION OF UNCERTIFICATED SECURITIES COLLATERAL	12
SECTION 3.3.	FINANCING STATEMENTS AND OTHER FILINGS; MAINTENANCE OF PERFECTED SECURITY INTEREST	12
SECTION 3.4.	OTHER ACTIONS	12
SECTION 3.5.	JOINDER OF ADDITIONAL GUARANTORS	16
SECTION 3.6.	SUPPLEMENTS; FURTHER ASSURANCES	17

-i-

		Page
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS
SECTION 4.1.	TITLE	18
SECTION 4.2.	VALIDITY OF SECURITY INTEREST	18
SECTION 4.3.	DEFENSE OF CLAIMS; TRANSFERABILITY OF PLEDGED COLLATERAL	18
SECTION 4.4.	OTHER FINANCING STATEMENTS	18
SECTION 4.5.	CHIEF EXECUTIVE OFFICE; CHANGE OF NAME; JURISDICTION OF ORGANIZATION	18
SECTION 4.6.	LOCATION OF INVENTORY AND EQUIPMENT	19
SECTION 4.7.	DUE AUTHORIZATION AND ISSUANCE	19
SECTION 4.8.	CONSENTS, ETC.	19
SECTION 4.9.	PLEDGED COLLATERAL	19
SECTION 4.10.	INSURANCE	20
ARTICLE V
CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL
SECTION 5.1.	PLEDGE OF ADDITIONAL SECURITIES COLLATERAL	20
SECTION 5.2.	VOTING RIGHTS; DISTRIBUTIONS; ETC.	20
SECTION 5.3.	DEFAULTS, ETC.	21
SECTION 5.4.	CERTAIN AGREEMENTS OF PLEDGORS AS ISSUERS AND HOLDERS OF EQUITY INTERESTS	22
ARTICLE VI
CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL
SECTION 6.1.	GRANT OF INTELLECTUAL PROPERTY LICENSE	22
SECTION 6.2.	PROTECTION OF COLLATERAL AGENT’S SECURITY	23
SECTION 6.3.	AFTER-ACQUIRED PROPERTY	23
SECTION 6 4	LITIGATION	24
ARTICLE VII
CERTAIN PROVISIONS CONCERNING RECEIVABLES
SECTION 7.1.	MAINTENANCE OF RECORDS	24
SECTION 7.2.	LEGEND	25

-ii-

		Page
SECTION 7.3.	MODIFICATION OF TERMS, ETC.	25
SECTION 7.4.	COLLECTION	25
ARTICLE VIII
TRANSFERS
SECTION 8.1.	TRANSFERS OF PLEDGED COLLATERAL	25
ARTICLE IX
REMEDIES
SECTION 9.1.	REMEDIES	26
SECTION 9.2.	NOTICE OF SALE	27
SECTION 9 3	WAIVER OF NOTICE AND CLAIMS	28
SECTION 9.4.	CERTAIN SALES OF PLEDGED COLLATERAL	28
SECTION 9.5.	NO WAIVER; CUMULATIVE REMEDIES	30
SECTION 9.6.	CERTAIN ADDITIONAL ACTIONS REGARDING INTELLECTUAL PROPERTY	30
ARTICLE X
PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS; APPLICATION OF PROCEEDS
SECTION 10.1.	APPLICATION OF PROCEEDS	30
ARTICLE XI
MISCELLANEOUS
SECTION 11.1.	CONCERNING COLLATERAL AGENT	31
SECTION 11.2.	COLLATERAL AGENT MAY PERFORM; COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT	32
SECTION 11.3.	CONTINUING SECURITY INTEREST; ASSIGNMENT	32
SECTION 11.4.	TERMINATION’ RELEASE	33
SECTION 11.5.	MODIFICATION IN WRITING	33
SECTION 11.6.	NOTICES	34
SECTION 11.7.	GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL	34
SECTION 11.8.	SEVERABILITY OF PROVISIONS	34
SECTION 11.9.	EXECUTION IN COUNTERPARTS	34

-iii-

		Page
SECTION 11.10.	BUSINESS DAYS	34
SECTION 11.11	NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION	34
SECTION 11.12.	NO CLAIMS AGAINST COLLATERAL AGENT	35
SECTION 11.13.	NO RELEASE	35
SECTION 11.14.	OBLIGATIONS ABSOLUTE	35
SIGNATURES

EXHIBIT 1	Form of Issuer’s Acknowledgment
EXHIBIT 2	Form of Securities Pledge Amendment
EXHIBIT 3	Form of Joinder Agreement
EXHIBIT 4	Form of Control Agreement Concerning Securities Accounts
EXHIBIT 5	Form of Control Agreement Concerning Deposit Accounts
EXHIBIT 6	Form of Copyright Security Agreement
EXHIBIT 7	Form of Patent Security Agreement
EXHIBIT 8	Form of Trademark Security Agreement
EXHIBIT 9	Form of Bailee’s Letter

-iv-

SECURITY AGREEMENT

This SECURITY AGREEMENT dated as of December 30, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by SGS INTERNATIONAL, INC., a Delaware corporation (“Borrower”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of UBS AG, STAMFORD BRANCH, in its capacity as US collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).

R E C I T A L S :

A. The Borrower, the Guarantors, the other Loan Parties party thereto, the Collateral Agent, the other agents listed therein and the lending institutions listed therein (the “Lenders”) have, in connection with the execution and delivery of this Agreement, entered into that certain credit agreement, dated as of December 30, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; which term shall also include and refer to any increase in the amount of indebtedness under the Credit Agreement and any one or more successor or replacement facilities with the same agents or lenders.

B. The Borrower and each Guarantor has, pursuant to the Credit Agreement, unconditionally guaranteed the Secured Obligations.

C. The Borrower and each Guarantor will receive substantial benefits from the execution, delivery and performance of the obligations under the Credit Agreement and the other Loan Documents and each is, therefore, willing to enter into this Agreement.

D. This Agreement is given by each Pledgor in favor of the Collateral Agent for the benefit of the Secured Parties (as hereinafter defined) to secure the payment and performance of all of the Secured Obligations.

F. It is a condition to (i) the obligations of the Lenders to make the Loans under the Credit Agreement, (ii) the obligations of the Issuing Bank to issue Letters of Credit and (iii) the performance of the obligations of the Secured Parties under Hedging Agreements that constitute Secured Obligations that each Pledgor execute and deliver the applicable Loan Documents, including this Agreement.

A G R E E M E N T :

NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor and the Collateral Agent hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

SECTION 1.1. Definitions.

(a) Unless otherwise defined herein or in the Credit Agreement, capitalized terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC; provided that in any event, the following terms shall have the meanings assigned to them in the UCC:

“Accounts”; “Bank”; “Chattel Paper”; “Commercial Tort Claim”; “Commodity Account”; “Commodity Contract”; “Commodity Intermediary”; “Documents”; “Electronic Chattel Paper”; “Entitlement Order”; “Equipment”; “Financial Asset”; “Fixtures”; “Goods”, “Inventory”; “Investment Property”; “Letter-of-Credit Rights”; “Letters of Credit”; “Money”; “Payment Intangibles”; “Proceeds”; “ Records”; “Securities Account”; “Securities Intermediary”; “Supporting Obligations”; and “Tangible Chattel Paper.”

(b) Terms used but not otherwise defined herein that are defined in the Credit Agreement shall have the meanings given to them in the Credit Agreement. Sections 1.03 and 1.05 of the Credit Agreement shall apply herein mutatis mutandis.

(c) The following terms shall have the following meanings:

“Account Debtor” shall mean each person who is obligated on a Receivable or Supporting Obligation related thereto.

“Agreement” shall have the meaning assigned to such term in the Preamble hereof.

“Bailee Letter” shall be an agreement in form substantially similar to Exhibit 9 hereto.

“Borrower” shall have the meaning assigned to such term in the Preamble hereof.

“Collateral” shall mean, collectively, all of the Pledged Collateral, the Mortgaged Property (excluding any Mortgaged Property as defined in the NY Mortgage) and all other

2

property of whatever kind and nature subject or purported to be subject from time to time to a Lien under any Security Document.

“Collateral Agent” shall have the meaning assigned to such term in the Preamble hereof.

“Collateral Support” shall mean all property (real or personal) assigned, hypothecated or otherwise securing any Pledged Collateral and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property.

“Commodity Account Control Agreement” shall mean a control agreement in a form that is reasonably satisfactory to the US Administrative Agent establishing the Collateral Agent’s Control with respect to any Commodity Account.

“Contracts” shall mean, collectively, with respect to each Pledgor, the Acquisition Documents, all sale, service, performance, equipment or property lease contracts, agreements and grants and all other contracts, agreements or grants (in each case, whether written or oral, or third party or intercompany), between such Pledgor and any third party, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof.

“Control” shall mean (i) in the case of each Deposit Account, “control,” as such term is defined in Section 9-104 of the UCC, (ii) in the case of any Security Entitlement, “control,” as such term is defined in Section 8-106 of the UCC, (iii) in the case of any Commodity Contract, “control,” as such term is defined in Section 9-106 of the UCC, and (iv) in the case of Electronic Chattel Paper, “control,” as such term is described in (A) Section 9-105 of the UCC, (B) Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or (C) Section 16 of the Uniform Electronic Transactions Act, as in effect in such jurisdiction.

“Control Agreements” shall mean, collectively, the Deposit Account Control Agreement, the Securities Account Control Agreement and the Commodity Account Control Agreement.

“Copyrights” shall mean, collectively, with respect to each Pledgor, all copyrights (whether statutory or common law, whether established or registered in the United States or any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished) and all copyright registrations and applications made by such Pledgor, in each case, whether now owned or hereafter created or acquired by or assigned to such Pledgor, together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s use of such copyrights, (ii) reissues, renewals, continuations and extensions thereof and amendments thereto, (iii) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable with respect thereto, including damages and payments for past,

3

present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present or future infringements thereof.

“Copyright Security Agreement” shall mean an agreement substantially in the form of Exhibit 6 hereto.

“Credit Agreement” shall have the meaning assigned to such term in Recital A hereof.

“Customer Locations” shall mean each of the locations set forth in Schedule 2(e) to the Perfection Certificate where any Pledgor maintains Pledged Collateral valued at less than $750,000.

“Deposit Account Control Agreement” shall mean an agreement substantially in the form of Exhibit 5 hereto or such other form that is reasonably satisfactory to the Collateral Agent establishing the Collateral Agent’s Control with respect to any Deposit Account.

“Deposit Accounts” shall mean, collectively, with respect to each Pledgor, (i) all “deposit accounts” as such term is defined in the UCC and in any event shall include the LC Account and all accounts and sub-accounts relating to any of the foregoing accounts and (ii) all cash, funds, checks, notes and instruments from time to time on deposit in any of the accounts or sub-accounts described in clause (i) of this definition.

“Distributions” shall mean, collectively, with respect to each Pledgor, all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital or principal, income, interest, profits and other property, interests (debt or equity) or proceeds, including as a result of a split, revision, reclassification or other like change of the Pledged Securities, from time to time received, receivable or otherwise distributed to such Pledgor in respect of or in exchange for any or all of the Pledged Securities or Intercompany Notes.

“Excluded Property” shall mean

(a) any permit or license issued by a Governmental Authority to any Pledgor or any agreement to which any Pledgor is a party, in each case, only to the extent and for so long as the terms of such permit, license or agreement or any Requirement of Law applicable thereto, validly prohibit the creation by such Pledgor of a security interest in such permit, license or agreement in favor of the Collateral Agent (after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law (including the Bankruptcy Code) or principles of equity), and

(b) Equipment owned by any Pledgor on the date hereof or hereafter acquired that is subject to a Lien securing a Purchase Money Obligation or Capital Lease Obligation permitted to be incurred pursuant to the provisions of the Credit Agreement if the contract or other agreement in which such Lien is granted (or the documentation

4

providing for such Purchase Money Obligation or Capital Lease Obligation) validly prohibits the creation of any other Lien on such Equipment;

provided, however, that Excluded Property shall not include any Proceeds, substitutions or replacements of any Excluded Property referred to in clause (a) or (b) (unless such Proceeds, substitutions or replacements would constitute Excluded Property referred to in clause (a) or (b)).

“General Intangibles” shall mean, collectively, with respect to each Pledgor, all “general intangibles,” as such term is defined in the UCC, of such Pledgor and, in any event, shall include (i) all of such Pledgor’s rights, title and interest in, to and under all Contracts and insurance policies (including all rights and remedies relating to monetary damages, including indemnification rights and remedies, and claims for damages or other relief pursuant to or in respect of any Contract), (ii) all know-how and warranties relating to any of the Pledged Collateral or the Mortgaged Property, (iii) any and all other rights, claims, choses-in-action and causes of action of such Pledgor against any other person and the benefits of any and all collateral or other security given by any other person in connection therewith, (iv) all guarantees, endorsements and indemnifications on, or of, any of the Pledged Collateral or any of the Mortgaged Property, (v) all lists, books, records, correspondence, ledgers, printouts, files (whether in printed form or stored electronically), tapes and other papers or materials containing information relating to any of the Pledged Collateral or any of the Mortgaged Property, including all customer or tenant lists, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, appraisals, recorded knowledge, surveys, studies, engineering reports, test reports, manuals, standards, processing standards, performance standards, catalogs, research data, computer and automatic machinery software and programs and the like, field repair data, accounting information pertaining to such Pledgor’s operations or any of the Pledged Collateral or any of the Mortgaged Property and all media in which or on which any of the information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data, (vi) all licenses, consents, permits, variances, certifications, authorizations and approvals, however characterized, now or hereafter acquired or held by such Pledgor, including building permits, certificates of occupancy, environmental certificates, industrial permits or licenses and certificates of operation and (vii) all rights to reserves, deferred payments, deposits, refunds, indemnification of claims and claims for tax or other refunds against any Governmental Authority.

“Goodwill” shall mean, collectively, with respect to each Pledgor, the goodwill connected with such Pledgor’s business including all goodwill connected with (i) the use of and symbolized by any Trademark or Trademark Intellectual Property License in which such Pledgor has any interest, (ii) all know-how, trade secrets, customer and supplier lists, proprietary information, inventions, methods, procedures, formulae, descriptions, compositions, technical data, drawings, specifications, name plates, catalogs, confidential information and the right to limit the use or disclosure thereof by any person, pricing and cost information, business and marketing plans and proposals, consulting agreements, engineering contracts and such other assets which relate to such goodwill and (iii) all product lines of such Pledgor’s business.

5

“Guarantors” shall have the meaning assigned to such term in the Preamble hereof.

“Instruments” shall mean, collectively, with respect to each Pledgor, all “instruments,” as such term is defined in Article 9, rather than Article 3, of the UCC, and shall include all promissory notes, drafts, bills of exchange or acceptances.

“Intellectual Property Collateral” shall mean, collectively, the Patents, Trademarks, Copyrights, Intellectual Property Licenses and Goodwill.

“Intellectual Property Licenses” shall mean, collectively, with respect to each Pledgor, all license and distribution agreements with, and covenants not to sue, any other party with respect to any Patent, Trademark or Copyright or any other patent, trademark or copyright, whether such Pledgor is a licensor or licensee, distributor or distributee under any such license or distribution agreement, together with any and all (i) renewals, extensions, supplements and continuations thereof, (ii) income, fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements or violations thereof, (iii) rights to sue for past, present and future infringements or violations thereof and (iv) other rights to use, exploit or practice any or all of the Patents, Trademarks or Copyrights or any other patent, trademark or copyright.

“Intercompany Notes” shall mean, with respect to each Pledgor, all intercompany notes described in Schedule 11 to the Perfection Certificate and intercompany notes hereafter acquired by such Pledgor and all certificates, instruments or agreements evidencing such intercompany notes, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof to the extent permitted pursuant to the terms hereof.

“Investment Property” shall mean a security, whether certificated or uncertificated, Security Entitlement, Securities Account, Commodity Contract or Commodity Account, excluding, however, the Securities Collateral.

“Joinder Agreement” shall mean an agreement substantially in the form of Exhibit 3 hereto.

“LC Account” shall mean any account established and maintained in accordance with the provisions of Section 2.18(i) of the Credit Agreement and all property from time to time on deposit in such LC Account.

“Lenders” shall have the meaning assigned to such term in Recital A hereof.

“Material Intellectual Property Collateral” shall mean any Intellectual Property Collateral that is material (i) to the use and operation of the Pledged Collateral or (ii) to the business, results of operations, prospects or condition, financial or otherwise, of any Pledgor.

6

“Mortgaged Property” shall have the meaning assigned to such term in the Mortgages.

“NY Mortgage” means any mortgage, assignment of leases and rents, and/or security agreement relating to the premises in Oswego County, New York.

“Patents” shall mean, collectively, with respect to each Pledgor, all patents issued or assigned to, and all patent applications and registrations made by, such Pledgor (whether established or registered or recorded in the United States or any other country or any political subdivision thereof), together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s use of any patents, (ii) inventions and improvements described and claimed therein, (iii) reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and amendments thereto, (iv) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements thereof, (v) rights corresponding thereto throughout the world and (vi) rights to sue for past, present or future infringements thereof.

“Patent Security Agreement” shall mean an agreement substantially in the form of Exhibit 7 hereto.

“Perfection Certificate” shall mean that certain perfection certificate dated as of the Closing Date, executed and delivered by each Pledgor in favor of the Collateral Agent for the benefit of the Secured Parties, and each other Perfection Certificate (which shall be in substantially similar form as the Perfection Certificate dated as of the Closing Date or such other form reasonably acceptable to the Collateral Agent) executed and delivered by the applicable Guarantor in favor of the Collateral Agent for the benefit of the Secured Parties contemporaneously with the execution and delivery of each Joinder Agreement executed in accordance with Section 3.5 hereof, in each case, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the Credit Agreement or upon the request of the Collateral Agent.

“Pledge Amendment” shall have the meaning assigned to such term in Section 5.1 hereof.

“Pledged Collateral” shall have the meaning assigned to such term in Section 2.1 hereof.

“Pledged Securities” shall mean, collectively, with respect to each Pledgor, (i) all issued and outstanding Equity Interests of each issuer set forth on Schedule 10(a) to the Perfection Certificate as being owned by such Pledgor and all options, warrants, rights, agreements and additional Equity Interests of whatever class of any such issuer acquired by such Pledgor (including by issuance), together with all rights, privileges, authority and powers of such Pledgor relating to such Equity Interests in each such issuer or under any Organizational Document of each such issuer, and the certificates and instruments representing such Equity Interests and any

7

and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Equity Interests, (ii) all Equity Interests of any Subsidiary, which Equity Interests are hereafter acquired by such Pledgor (including by issuance) and all options, warrants, rights, agreements and additional Equity Interests of whatever class of any such Subsidiary acquired by such Pledgor (including by issuance), together with all rights, privileges, authority and powers of such Pledgor relating to such Equity Interests or under any Organizational Document of any such Subsidiary, and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Equity Interests, from time to time acquired by such Pledgor in any manner, and (iii) all Equity Interests issued in respect of the Equity Interests referred to in clause (i) or (ii) upon any consolidation or merger of any issuer of such Equity Interests; provided, however, that Pledged Securities shall not include any Equity Interests (x) which are not required to be pledged pursuant to Section 5.11 (b) of the Credit Agreement, (y) in Southern Graphic Systems-Canada, Co./Systemes Graphique Southern-Canada, Co. or (z) in Southern Graphics Systems Mexico, S. de R.L. de C.V.

“Pledgor” shall have the meaning assigned to such term in the Preamble hereof.

“Receivables” shall mean all (i) Accounts, (ii) Chattel Paper, (iii) Payment Intangibles, (iv) General Intangibles, (v) Instruments and (vi) to the extent not otherwise covered above, all other rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, regardless of how classified under the UCC together with all of Pledgors’ rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Records relating thereto.

“Secured Parties” shall mean, collectively, the US Administrative Agent, the Collateral Agent, the Lenders and each party to a Hedging Agreement if at the date of entering into such Hedging Agreement such person was a Lender or an Affiliate of a Lender and such person executes and delivers to the Administrative Agents a letter agreement in form and substance acceptable to the Administrative Agents pursuant to which such person (i) appoints the Collateral Agent as its agent under the applicable Loan Documents and (ii) agrees to be bound by the provisions of Sections 9.03,10.03 and 10.09 of the Credit Agreement.

“Securities Account Control Agreement” shall mean an agreement substantially in the form of Exhibit 4 hereto or such other form that is reasonably satisfactory to the Collateral Agent establishing the Collateral Agent’s Control with respect to any Securities Account.

“Securities Collateral” shall mean, collectively, the Pledged Securities, the Intercompany Notes and the Distributions.

“Trademarks” shall mean, collectively, with respect to each Pledgor, all trademarks (including service marks), slogans, logos, certification marks, trade dress, uniform resource locations (URL’s), domain names, corporate names used in commerce and trade names, whether registered or unregistered, owned by or assigned to such Pledgor and all registrations

8

and applications for the foregoing (whether statutory or common law and whether established or registered in the United States or any other country or any political subdivision thereof), together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s use of any trademarks, (ii) reissues, continuations, extensions and renewals thereof and amendments thereto, (iii) income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present and future infringements thereof.

“Trademark Security Agreement” shall mean an agreement substantially in the form of Exhibit 8 hereto.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Collateral Agent’s and the Secured Parties’ security interest in any item or portion of the Pledged Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

SECTION 1.2. Interpretation. The rules of interpretation specified in the Credit Agreement (including Section 1.03 thereof) shall be applicable to this Agreement.

SECTION 1.3. Resolution of Drafting Ambiguities. Each Pledgor acknowledges and agrees that it was represented by counsel in connection with the execution and delivery hereof, that it and its counsel reviewed and participated in the preparation and negotiation hereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party (i.e., the Collateral Agent) shall not be employed in the interpretation hereof.

SECTION 1.4. Perfection Certificate. The Collateral Agent and each Secured Party agree that the Perfection Certificate and all descriptions of Pledged Collateral, schedules, amendments and supplements thereto are and shall at all times remain a part of this Agreement.

ARTICLE II

GRANT OF SECURITY AND SECURED OBLIGATIONS

SECTION 2.1. Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property,

9

wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”):

(i) all Accounts;

(ii) all Equipment, Goods, Inventory and Fixtures;

(iii) all Documents, Instruments and Chattel Paper;

(iv) all Letters of Credit and Letter-of-Credit Rights;

(v) all Securities Collateral;

(vi) all Investment Property;

(vii) all Intellectual Property Collateral;

(viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate;

(ix) all General Intangibles;

(x) all Money and all Deposit Accounts;

(xi) all Supporting Obligations;

(xii) all books and records relating to the Pledged Collateral; and

(xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing.

Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, lease or license, a provision that would prohibit the creation of a Lien on such permit, lease or license in favor of the Collateral Agent unless such action is permitted by Section 6.19 of the Credit Agreement.

10

SECTION 2.2. Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent.

(b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements or amendments thereto relating to the Pledged Collateral if filed prior to the date hereof.

(c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

ARTICLE III

PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;

USE OF PLEDGED COLLATERAL

SECTION 3.1. Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates, agreements or instruments representing or evidencing the Securities Collateral in existence on the date hereof have been delivered to the Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that the Collateral Agent has a perfected first priority security interest therein. Each Pledgor hereby agrees that all certificates or instruments representing or evidencing Securities Collateral acquired by such Pledgor after the date hereof shall promptly (but in any event within five Business Days after receipt thereof by such Pledgor) be delivered to and held by or on behalf of the Collateral Agent pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by

11

duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. The Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right upon one (1) day prior written notice to the Pledgor to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations.

SECTION 3.2. Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date hereof. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, (i) cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 hereto, (ii) if necessary or desirable to perfect a security interest in such Pledged Securities, cause such pledge to be recorded on the equityholder register or the books of the issuer, execute any customary pledge forms or other documents reasonably necessary or appropriate to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities under the terms hereof, (iii) upon the reasonable request by the Collateral Agent, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereof, and (iv) after the occurrence and during the continuance of any Event of Default, upon request by the Collateral Agent, (A) cause the Organizational Documents of such issuer to be amended to provide that such Pledged Securities shall be treated as “securities” for purposes of the UCC and (B) cause such Pledged Securities to become certificated and delivered to the Collateral Agent in accordance with the provisions of Section 3.1.

SECTION 3.3. Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral as a perfected first priority security interest subject only to Permitted Liens.

SECTION 3.4. Other Actions. In order to further ensure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in the Pledged Collateral, each Pledgor represents and warrants (as to

12

itself) as follows and agrees, in each case at such Pledgor’s own expense, to take the following actions with respect to the following Pledged Collateral:

(a) Instruments and Tangible Chattel Paper. As of the date hereof, no amounts payable under or in connection with any of the Pledged Collateral are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 11 to the Perfection Certificate. Each Instrument and each item of Tangible Chattel Paper listed in Schedule 11 to the Perfection Certificate has been properly endorsed, assigned and delivered to the Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any Instrument or Tangible Chattel Paper not previously delivered to the Collateral Agent exceeds $500,000 in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (but in any event within five Business Days after receipt thereof) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify.

(b) Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. The Collateral Agent has a first priority security interest in each such Deposit Account, which security interest is perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Collateral Agent 30 days’ prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account (unless Collateral Agent shall have waived such requirement in writing). The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing. The provisions of this Section 3.4(b) shall not apply to (i) Deposit Accounts specially and exclusively used as trust accounts for the benefit of Pledgor’s customers if all or any portion of the proceeds on deposit therein are for the benefit of one or more customers of a Pledgor, (ii) Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Pledgor’s employees, (iii) the LC Account or (iv) to any other Deposit Accounts for which the Collateral Agent is the Bank. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent.

(c) Investment Property. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 14 to the Perfection Certificate. The Collateral Agent has a first priority security interest in each

13

such Securities Account and Commodity Account, which security interest is perfected by Control. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Collateral Agent 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (3) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within three (3) Business Days of actual receipt thereof, deposit any and all cash and Investment Property (other than any Investment Property pledged pursuant to clauses (ii)(1), (iii)(1) or (iii)(3) below) received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, unless an Event of Default has occurred and is continuing. The provisions of this Section 3.4(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent.

(ii) If any Pledgor shall at any time hold or acquire any certificated securities constituting Investment Property, such Pledgor shall promptly (1) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent or (2) deliver such securities into a Securities Account with respect to which a Securities Account Control Agreement is in effect in favor of the Collateral Agent.

(iii) If any Pledgor shall at any time own or acquire, directly or through a nominee, any uncertificated securities constituting Investment Property, such Pledgor shall promptly notify the Collateral Agent thereof and pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (1) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Pledgor or such nominee, (2) cause a Security Entitlement with respect to such uncertificated security to be held in a Securities Account with respect to which the Collateral Agent has Control or (3) upon the occurrence and during the continuance of an Event of Default, arrange for the Collateral Agent to become the registered owner of such securities. The Collateral Agent agrees with each Pledgor that Collateral Agent shall not give any instructions as to such uncertificated securities pursuant to clause (1) above, unless an Event of Default has occurred and is continuing.

14

(iv) As between the Collateral Agent and the Pledgors, the Pledgors shall bear the investment risk with respect to the Investment Property and Pledged Securities, and the risk of loss of, damage to, or the destruction of the Investment Property and Pledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Pledgor or any other person.

(d) Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 11 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Collateral Agent thereof and shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent Control of such Electronic Chattel Paper. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $500,000 in the aggregate for all Pledgors. The Collateral Agent agrees with such Pledgor that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent’s loss of Control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under Section 9-105 of the UCC or, as the case maybe, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing.

(e) Letter-of-Credit Rights. If any Pledgor is at any time a beneficiary under a Letter of Credit now or hereafter issued, such Pledgor shall promptly notify the Collateral Agent thereof and such Pledgor shall, at the request of the Collateral Agent, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) arrange for the issuer and any confirmer of such Letter of Credit to consent to an assignment to the Collateral Agent of the proceeds of any drawing under the Letter of Credit or (ii) arrange for the Collateral Agent to become the transferee beneficiary of such Letter of Credit, with the Collateral Agent agreeing, in each case, that the proceeds of any drawing under the Letter of Credit are to be applied as provided in the Credit Agreement. The actions in the preceding sentence shall not be required to the extent that the amount of any such Letter of Credit, together with the aggregate amount of all other Letters of Credit for which the actions described above in clause (i) and (ii) have not been taken, does not exceed $500,000 in the aggregate for all Pledgors.

15

(f) Commercial Tort Claims. As of the date hereof, each Pledgor hereby represents and warrants that it holds no Commercial Tort Claims other than those listed in Schedule 13 to the Perfection Certificate. If any Pledgor shall at any time hold or acquire a Commercial Tort Claim, such Pledgor shall immediately notify the Collateral Agent in writing signed by such Pledgor of the brief details thereof and grant to the Collateral Agent in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral Agent. The requirement in the preceding sentence shall not apply to the extent that the amount of such Commercial Tort Claim, together with the amount of all other Commercial Tort Claims held by any Pledgor in which the Collateral Agent does not have a security interest, does not exceed $500,000 in the aggregate for all Pledgors.

(g) Landlord’s Access Agreements/Bailee Letters. Each Pledgor shall use its commercially reasonable efforts to obtain as soon as practicable after the date hereof with respect to each location set forth in Schedule 4.01(m)(vi) to the Credit Agreement where such Pledgor maintains Pledged Collateral (other than Customer Locations), a Bailee Letter and/or Landlord Access Agreement, as applicable, and use commercially reasonable efforts to obtain a Bailee Letter, Landlord Access Agreement and/or landlord’s lien waiver, as applicable, from all such bailees and landlords, as applicable, who from time to time have possession of any Pledged Collateral if reasonably requested by the Collateral Agent. Notwithstanding the foregoing, a waiver of bailee’s lien shall not be required in any event if the value of the Pledged Collateral held by such bailee is less then $50,000, provided that the aggregate value of the Pledged Collateral held by all bailees who have not delivered a Bailee Letter is less than $250,000 in the aggregate.

(h) Motor Vehicles. Upon the request of the Collateral Agent, each Pledgor shall deliver to the Collateral Agent originals of the certificates of title or ownership for the motor vehicles (and any other Equipment covered by certificates of title or ownership) owned by it, with the Collateral Agent listed as lienholder therein. Such requirement shall not apply if any such motor vehicle (or any such other Equipment) is valued at less than $50,000, provided that the aggregate value of all motor vehicles (and such Equipment) as to which any Pledgor has not delivered a certificate of title or ownership is less than $500,000.

SECTION 3.5. Joinder of Additional Guarantors. The Pledgors shall cause each Subsidiary of the Borrower which, from time to time, after the date hereof shall be required to pledge any assets to the Collateral Agent for the benefit of the Secured Parties pursuant to the provisions of the Credit Agreement, (a) to execute and deliver to the Collateral Agent (i) a Joinder Agreement substantially in the form of Exhibit 3 hereto and (ii) a Perfection Certificate, in each case within thirty (30) days of the date on which it was acquired or created or (b) in the case of a Subsidiary organized outside of the United States required to pledge any assets to the Collateral Agent, to execute and deliver to the Collateral Agent such documentation as the Collateral Agent shall reasonably request and, in each case with respect to clauses (a) and (b) above, upon such execution and delivery, such Subsidiary shall constitute a “Guarantor” and a

16

“Pledgor” for all purposes hereunder with the same force and effect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this Agreement.

SECTION 3.6. Supplements; Further Assurances. Each Pledgor shall take such further actions, and execute and/or deliver to the Collateral Agent such additional financing statements, amendments, assignments, agreements, supplements, powers and instruments, as the Collateral Agent may in its reasonable judgment deem necessary or appropriate in order to create, perfect, preserve and protect the security interest in the Pledged Collateral as provided herein and the rights and interests granted to the Collateral Agent hereunder, to carry into effect the purposes hereof or better to assure and confirm the validity, enforceability and priority of the Collateral Agent’s security interest in the Pledged Collateral or permit the Collateral Agent to exercise and enforce its rights, powers and remedies hereunder with respect to any Pledged Collateral, including the filing of financing statements, continuation statements and other documents (including this Agreement) under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by law to perfect, continue and maintain the validity, enforceability and priority of the security interest in the Pledged Collateral as provided herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against third parties, with respect to the Pledged Collateral. Without limiting the generality of the foregoing, each Pledgor shall make, execute, endorse, acknowledge, file or refile and/or deliver to the Collateral Agent from time to time upon reasonable request by the Collateral Agent such lists, schedules, descriptions and designations of the Pledged Collateral, copies of warehouse receipts, receipts in the nature of warehouse receipts, bills of lading, documents of title, vouchers, invoices, schedules, confirmatory assignments, supplements, additional security agreements, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments as the Collateral Agent may in its reasonable judgment deem necessary or appropriate. If an Event of Default has occurred and is continuing, the Collateral Agent may institute and maintain, in its own name or in the name of any Pledgor, such suits and proceedings as the Collateral Agent may be advised by counsel shall be necessary or expedient to prevent any impairment of the security interest in or the perfection thereof in the Pledged Collateral. All of the foregoing shall be at the sole cost and expense of the Pledgors.

17

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS

Each Pledgor represents, warrants and covenants as follows:

SECTION 4.1. Title. Except for the security interest granted to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and Permitted Liens, such Pledgor owns and has rights and, as to Pledged Collateral acquired by it from time to time after the date hereof, will own and have rights in each item of Pledged Collateral pledged by it hereunder, free and clear of any and all Liens or claims of others. In addition, no Liens or claims exist on the Securities Collateral, other than as permitted by Section 6.02 of the Credit Agreement.

SECTION 4.2. Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Agent for the benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings and other actions described in Schedule 7 to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made), a perfected security interest in all the Pledged Collateral. The security interest and Lien granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a perfected, continuing security interest therein, prior to all other Liens on the Pledged Collateral except for Permitted Liens.

SECTION 4.3. Defense of Claims; Transferability of Pledged Collateral. Subject to Section 5.05 of the Credit Agreement, each Pledgor shall, at its own cost and expense, defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Collateral Agent and the priority thereof against all claims and demands of all persons, at any time claiming any interest therein adverse to the Collateral Agent or any other Secured Party other than Permitted Liens. As of the date hereof, there is no agreement, order, judgment or decree, and no Pledgor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Pledged Collateral or otherwise materially impair or conflict with such Pledgor’s obligations or the rights of the Collateral Agent hereunder.

SECTION 4.4. Other Financing Statements. No Pledgor has filed, or authorized any third party to file, any valid or effective financing statement (or similar statement, instrument of registration or public notice under the law of any jurisdiction) covering or purporting to cover any interest of any kind in the Pledged Collateral, except such as have been filed in favor of the Collateral Agent pursuant to this Agreement or in favor of any holder of a Permitted Lien with respect to such Permitted Lien or financing statements or public notices relating to the termination statements listed on Schedule 9 to the Perfection Certificate. No Pledgor shall execute, authorize or permit to be filed in any public office any financing statement (or similar statement, instrument of registration or public notice under the law of any jurisdiction) relating to any Pledged Collateral, except financing statements and other statements and instruments filed or to be filed in respect of and covering the security interests granted by such Pledgor to the holder of the Permitted Liens.

SECTION 4.5. Chief Executive Office; Change of Name; Jurisdiction of Organization. The Collateral Agent may rely on advice of counsel as to whether any or all UCC

18

financing statements of the Pledgors need to be amended as a result of any of the changes described in Section 5.13(a) of the Credit Agreement. If any Pledgor fails to provide information to the Collateral Agent about such changes when required by Section 5.13(a) of the Credit Agreement, the Collateral Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such Pledgor’s property constituting Pledged Collateral, for which the Collateral Agent needed to have information relating to such changes. The Collateral Agent shall have no duty to inquire about such changes if any Pledgor does not inform the Collateral Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Collateral Agent to search for information on such changes if such information is not provided by any Pledgor.

SECTION 4.6. Location of Inventory and Equipment. It shall not move any Equipment or Inventory to any location, other than any location that is listed in the relevant Schedules to the Perfection Certificate, unless (i) it shall have given the Collateral Agent not less than thirty (30) days’ prior written notice (in the form of an Officers’ Certificate) of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may reasonably request and (ii) to the extent applicable with respect to such new location, such Pledgor shall have complied with Section 3.4(g); provided that in no event shall any Equipment or Inventory be moved to any location outside of the continental United States unless such Pledgor has complied with Section 5.12 of the Credit Agreement.

SECTION 4.7. Due Authorization and Issuance. All of the Pledged Securities existing on the date hereof have been, and to the extent any Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued and fully paid and non-assessable. There is no amount or other obligation owing by any Pledgor to any issuer of the Pledged Securities in exchange for or in connection with the issuance of the Pledged Securities or any Pledgor’s status as a partner or a member of any issuer of the Pledged Securities.

SECTION 4.8. Consents, etc. In the event that the Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person therefor, then, upon the reasonable request of the Collateral Agent, such Pledgor agrees to use its commercially reasonable efforts to assist and aid the Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

SECTION 4.9. Pledged Collateral. As of the date hereof, all information set forth herein, and all information contained in any documents, schedules and lists heretofore delivered to any Secured Party, including the Perfection Certificate and the schedules thereto, in connection with this Agreement, in each case, relating to the Pledged Collateral, is accurate and complete in all material respects. The Pledged Collateral described on the schedules to the Perfection Certificate constitutes all of the material property of such type of Pledged Collateral owned or held by the Pledgors.

19

SECTION 4.10. Insurance. In the event that the proceeds of any insurance claim are paid to any Pledgor after the Collateral Agent has exercised its right to foreclose after an Event of Default, such Net Cash Proceeds shall be held in trust for the benefit of the Collateral Agent and immediately after receipt thereof shall be paid to the Collateral Agent for application in accordance with the Credit Agreement.

ARTICLE V

CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL

SECTION 5.1. Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within five (5) Business Days after receipt thereof) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

SECTION 5.2. Voting Rights; Distributions; etc.

(a) So long as no Event of Default shall have occurred and be continuing:

(i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect.

(ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any

20

event within five days after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

(b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof.

(c) Upon the occurrence and during the continuance of any Event of Default (in respect of which the Collateral Agent agrees in connection with the exercise of its rights set forth in (i) and (ii) below to provide a concurrent notice to the applicable Pledgor):

(i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights.

(ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions.

(d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(a)(ii) hereof.

(e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

SECTION 5.3. Defaults, etc. No Pledgor is in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any agreement to which such Pledgor is a party relating to the Pledged Securities pledged by it, and such Pledgor is not (a) in violation of any other provisions of any such agreement to which such Pledgor is a party, or (b) or otherwise in default or violation thereunder which could, in the case

21

of (a) or (b), not be reasonably expected to have a Material Adverse Effect. No Securities Collateral pledged by such Pledgor is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Pledgor by any person with respect thereto, which could reasonably be expected to have a Material Adverse Effect, and as of the date hereof, there are no certificates, instruments, documents or other writings (other than the Organizational Documents and certificates representing such Pledged Securities that have been delivered to the Collateral Agent) which evidence any Pledged Securities of such Pledgor.

SECTION 5.4. Certain Agreements of Pledgors As Issuers and Holders of Equity Interests.

(a) In the case of each Pledgor which is an issuer of Securities Collateral, such Pledgor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply with such terms insofar as such terms are applicable to it.

(b) In the case of each Pledgor which is a partner, shareholder or member, as the case may be, in a partnership, limited liability company or other entity, such Pledgor hereby consents to the extent required by the applicable Organizational Document to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Securities in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default, to the transfer of such Pledged Securities to the Collateral Agent or its nominee and to the substitution of the Collateral Agent or its nominee as a substituted partner, shareholder or member in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, limited partner, shareholder or member, as the case may be.

ARTICLE VI

CERTAIN PROVISIONS CONCERNING INTELLECTUAL

PROPERTY COLLATERAL

SECTION 6.1. Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent, during the occurrence and continuance of an Event of Default, to exercise rights and remedies under Article IX hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Pledgor hereby grants to the Collateral Agent, to the extent assignable, an irrevocable, non-exclusive license to use, assign, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Pledgor, wherever the same may be located; provided that (i) such license shall only become effective upon the occurrence of such Event of Default and (ii) all goods or services provided under any Trademark during the term of such license shall be substantially similar in quality to such goods and services as were provided or sold prior to the Event of Default. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout hereof.

22

SECTION 6.2. Protection of Collateral Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Collateral Agent of any adverse determination in any proceeding or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office (other than non-final refusals to register or maintain) regarding any Material Intellectual Property Collateral, such Pledgor’s right to register such Material Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect, (ii) maintain, and not permit to lapse or become abandoned any Material Intellectual Property Collateral, and not settle or compromise any material pending or future litigation or administrative proceeding with respect to any such Material Intellectual Property Collateral, in either case except as shall be consistent with commercially reasonable business judgment, (iii) upon such Pledgor obtaining knowledge thereof, promptly notify the Collateral Agent in writing of any event which could be reasonably expected to have a Material Adverse Effect the value or utility of any Material Intellectual Property Collateral or the rights and remedies of the Collateral Agent in relation thereto including a levy or threat of levy or any legal process against any Material Intellectual Property Collateral, (iv) not license any Intellectual Property Collateral other than licenses entered into by such Pledgor in, or incidental to, the ordinary course of business, or amend or permit the amendment of any of the licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that would materially impair the value of any Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the consent of the Collateral Agent, (v) diligently keep adequate records respecting all Intellectual Property Collateral and (vi) furnish to the Collateral Agent from time to time upon the Collateral Agent’s reasonable request therefor reasonably detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to any Intellectual Property Collateral as the Collateral Agent may from time to time reasonably request.

SECTION 6.3. After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any rights to any additional Intellectual Property Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in the preceding clause (i) or (ii) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Agent written notice of any of the foregoing and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution of an instrument in form reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the Collateral

23

Agent’s security interest in such Intellectual Property Collateral. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a) and 12(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.

SECTION 6.4. Litigation. Unless there shall occur and be continuing any Event of Default, each Pledgor shall have the right to commence and prosecute in its own name, as the party in interest, for its own benefit and at the sole cost and expense of the Pledgors, such applications for protection of the Intellectual Property Collateral and suits, proceedings or other actions to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value or other damage as are necessary to protect the Intellectual Property Collateral. Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent shall have the right but shall in no way be obligated to file applications for protection of the Intellectual Property Collateral and/or bring suit in the name of any Pledgor, the Collateral Agent or the Secured Parties to enforce the Intellectual Property Collateral and any license thereunder. In the event of such suit, each Pledgor shall, at the reasonable request of the Collateral Agent, do any and all lawful acts and execute any and all documents requested by the Collateral Agent in aid of such enforcement and the Pledgors shall promptly reimburse and indemnify the Collateral Agent for all costs and expenses incurred by the Collateral Agent in the exercise of its rights under this Section 6.4 in accordance with Section 10.03 of the Credit Agreement. In the event that the Collateral Agent shall elect not to bring suit to enforce the Intellectual Property Collateral, each Pledgor agrees, at the reasonable request of the Collateral Agent, to take all commercially reasonable actions necessary, whether by suit, proceeding or other action, to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value of or other damage to any of the Intellectual Property Collateral by any person.

ARTICLE VII

CERTAIN PROVISIONS CONCERNING RECEIVABLES

SECTION 7.1. Maintenance of Records. Each Pledgor shall keep and maintain at its own cost and expense complete records, in all material respects, of each Receivable, in a manner consistent with prudent business practice, including records of all payments received, all credits granted thereon, all merchandise returned and all other documentation relating thereto. Each Pledgor shall, at such Pledgor’s sole cost and expense, upon the Collateral Agent’s demand made at any time after the occurrence and during the continuance of any Event of Default, deliver all tangible evidence of Receivables, including all documents evidencing Receivables and any books and records relating thereto to the Collateral Agent or to its representatives (copies of which evidence and books and records may be retained by such Pledgor). Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent may transfer a full and complete copy of any Pledgor’s books, records, credit information, reports, memoranda and all other writings relating to the Receivables to and for the use by any person that has acquired or is

24

contemplating acquisition of an interest in the Receivables or the Collateral Agent’s security interest therein without the consent of any Pledgor.

SECTION 7.2. Legend. Each Pledgor shall legend, at the request of the Collateral Agent and in form and manner reasonably satisfactory to the Collateral Agent, the Receivables (if evidenced in writing) or the books, records and documents of such Pledgor evidencing or pertaining to the Receivables with an appropriate reference to the fact that the Receivables have been assigned to the Collateral Agent for the benefit of the Secured Parties and that the Collateral Agent has a security interest therein.

SECTION 7.3. Modification of Terms, etc. No Pledgor shall rescind or cancel any obligations evidenced by any Receivable or modify any term thereof or make any adjustment with respect thereto except in the ordinary course of business or extend or renew any such obligations except in the ordinary course of business or compromise or settle any dispute, claim, suit or legal proceeding relating thereto or sell any Receivable or interest therein except in the ordinary course of business without the prior written consent of the Collateral Agent, which shall not be unreasonably withheld. Each Pledgor shall timely fulfill all obligations on its part to be fulfilled under or in connection with the Receivables.

SECTION 7.4. Collection. Each Pledgor shall cause to be collected from the Account Debtor of each of the Receivables, as and when due in the ordinary course of business (including Receivables that are delinquent, such Receivables to be collected in accordance with generally accepted commercial collection procedures), any and all amounts owing under or on account of such Receivable, and apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Receivable, except that any Pledgor may, with respect to a Receivable, allow in the ordinary course of business (i) a refund or credit due as a result of returned or damaged or defective merchandise and (ii) such extensions of time to pay amounts due in respect of Receivables and such other modifications of payment terms or settlements in respect of Receivables as shall be commercially reasonable in the circumstances, all in accordance with such Pledgor’s ordinary course of business consistent with its collection practices as in effect from time to time. The costs and expenses (including attorneys’ fees) of collection, in any case, whether incurred by any Pledgor, the Collateral Agent or any Secured Party, shall be paid by the Pledgors.

ARTICLE VIII

TRANSFERS

SECTION 8.1. Transfers of Pledged Collateral. No Pledgor shall sell, convey, assign or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral pledged by it hereunder except for the sale of Inventory in the ordinary course of business or as expressly permitted by the Credit Agreement.

25

ARTICLE IX

REMEDIES

SECTION 9.1. Remedies. Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent may from time to time exercise in respect of the Pledged Collateral, in addition to the other rights and remedies provided for herein or otherwise available to it, the following remedies:

(i) Personally, or by agents or attorneys, immediately (but subject to delivery of any required notices) take possession of the Pledged Collateral or any part thereof, from any Pledgor or any other person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon any Pledgor’s premises where any of the Pledged Collateral is located, remove such Pledged Collateral, remain present at such premises to receive copies of all communications and remittances relating to the Pledged Collateral and use in connection with such removal and possession any and all services, supplies, aids and other facilities of any Pledgor;

(ii) Demand, sue for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral including instructing the obligor or obligors on any agreement, instrument or other obligation constituting part of the Pledged Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent, and in connection with any of the foregoing, compromise, settle, extend the time for payment and make other modifications with respect thereto; provided, however, that in the event that any such payments are made directly to any Pledgor, prior to receipt by any such obligor of such instruction, such Pledgor shall segregate all amounts received pursuant thereto in trust for the benefit of the Collateral Agent and shall promptly (but in no event later than two (2) Business Day after receipt thereof) pay such amounts to the Collateral Agent;

(iii) Sell, assign, grant a license to use or otherwise liquidate, or direct any Pledgor to sell, assign, grant a license to use or otherwise liquidate, any and all investments made in whole or in part with the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale, assignment, license or liquidation;

(iv) Take possession of the Pledged Collateral or any part thereof, by directing any Pledgor in writing to deliver the same to the Collateral Agent at any reasonable place or places so designated by the Collateral Agent, in which event such Pledgor shall at its own expense: (A) forthwith cause the same to be moved to any reasonable place or places designated by the Collateral Agent and therewith delivered to the Collateral Agent, (B) store and keep any Pledged Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent and (C) while the Pledged Collateral shall be so stored and kept, provide such security and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition. Each Pledgor’s obligation to deliver the Pledged Collateral as contemplated in this Section 9.1(iv) is of the essence hereof. Upon application to a

26

court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by any Pledgor of such obligation;

(v) Withdraw all moneys, instruments, securities and other property in any bank, financial securities, deposit or other account of any Pledgor constituting Pledged Collateral for application to the Secured Obligations as provided in Article X hereof;

(vi) Retain and apply the Distributions to the Secured Obligations as provided in Article X hereof;

(vii) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; and

(viii) Exercise all the rights and remedies of a secured party on default under the UCC, and the Collateral Agent may also in its sole discretion, without notice except as specified in Section 9.2 hereof, sell, assign or grant a license to use the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable. The Collateral Agent or any other Secured Party or any of their respective Affiliates may be the purchaser, licensee, assignee or recipient of the Pledged Collateral or any part thereof at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold, assigned or licensed at such sale, to use and apply any of the Secured Obligations owed to such person as a credit on account of the purchase price of the Pledged Collateral or any part thereof payable by such person at such sale. Each purchaser, assignee, licensee or recipient at any such sale shall acquire the property sold, assigned or licensed absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall not be obligated to make any sale of the Pledged Collateral or any part thereof regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Pledgor hereby waives, to the fullest extent permitted by law, any claims against the Collateral Agent arising by reason of the fact that the price at which the Pledged Collateral or any part thereof may have been sold, assigned or licensed at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree.

SECTION 9.2. Notice of Sale. Each Pledgor acknowledges and agrees that, to the extent notice of sale or other disposition of the Pledged Collateral or any part thereof shall be required by law, ten (10) days’ prior notice to such Pledgor of the time and place of any public sale or of the time after which any private sale or other intended disposition is to take place shall

27

be commercially reasonable notification of such matters. No notification need be given to any Pledgor if it has signed, after the occurrence and continuance of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition.

SECTION 9.3. Waiver of Notice and Claims. Each Pledgor hereby waives, to the fullest extent permitted by applicable law, notice or judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of the Pledged Collateral or any part thereof, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which such Pledgor would otherwise have under law, and each Pledgor hereby further waives, to the fullest extent permitted by applicable law: (i) all damages occasioned by such taking of possession except for the damages due to the gross negligence or willful misconduct of Collateral Agent, (ii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder and (iii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable law. The Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this Article IX in the absence of gross negligence or willful misconduct on the part of the Collateral Agent. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity against such Pledgor and against any and all persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under such Pledgor.

SECTION 9.4. Certain Sales of Pledged Collateral.

(a) Each Pledgor recognizes that, by reason of certain prohibitions contained in law, rules, regulations or orders of any Governmental Authority, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who meet the requirements of such Governmental Authority. Each Pledgor acknowledges that any such sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such restricted sale shall be deemed to have been made in a commercially reasonable manner and that, except as may be required by applicable law, the Collateral Agent shall have no obligation to engage in public sales.

(b) Each Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Securities Collateral and Investment Property, to limit purchasers to persons who will agree, among other things, to acquire such Securities Collateral or Investment Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable

28

manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities Collateral or Investment Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would agree to do so.

(c) Notwithstanding the foregoing, each Pledgor shall, upon the occurrence and during the continuance of any Event of Default, at the reasonable request of the Collateral Agent, for the benefit of the Collateral Agent, use its commercially reasonable efforts to cause any registration, qualification under or compliance with any Federal or state securities law or laws to be effected with respect to all or any part of the Securities Collateral as soon as practicable and at the sole cost and expense of the Pledgors. Each Pledgor will use its commercially reasonable efforts to cause such registration to be effected (and be kept effective) and will use its commercially reasonable efforts to cause such qualification and compliance to be effected (and be kept effective) as may be so requested and as would permit or facilitate the sale and distribution of such Securities Collateral including registration under the Securities Act (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with all other requirements of any Governmental Authority. Each Pledgor shall use its commercially reasonable efforts to cause the Collateral Agent to be kept advised in writing as to the progress of each such registration, qualification or compliance and as to the completion thereof, shall furnish to the Collateral Agent such number of prospectuses, offering circulars or other documents incident thereto as the Collateral Agent from time to time may request, and shall indemnify and shall cause the issuer of the Securities Collateral to indemnify the Collateral Agent and all others participating in the distribution of such Securities Collateral against all claims, losses, damages and liabilities caused by any untrue statement (or alleged untrue statement) of a material fact contained therein (or in any related registration statement, notification or the like) or by any omission (or alleged omission) to state therein (or in any related registration statement, notification or the like) a material fact required to be stated therein or necessary to make the statements therein not misleading.

(d) If the Collateral Agent determines to exercise its right to sell any or all of the Securities Collateral or Investment Property, upon written request, the applicable Pledgor shall from time to time furnish to the Collateral Agent all such information as the Collateral Agent may reasonably request in order to determine the number of securities included in the Securities Collateral or Investment Property which may be sold by the Collateral Agent as exempt transactions under the Securities Act and the rules of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

(e) Each Pledgor further agrees that a breach of any of the covenants contained in this Section 9.4 will cause irreparable injury to the Collateral Agent and the other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9.4 shall be specifically enforceable against such Pledgor, and such Pledgor hereby

29

waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

SECTION 9.5. No Waiver; Cumulative Remedies.

(a) No failure on the part of the Collateral Agent to exercise, no course of dealing with respect to, and no delay on the part of the Collateral Agent in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power, privilege or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy; nor shall the Collateral Agent be required to look first to, enforce or exhaust any other security, collateral or guaranties. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law or otherwise available.

(b) In the event that the Collateral Agent shall have instituted any proceeding to enforce any right, power, privilege or remedy under this Agreement or any other Loan Document by foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Collateral Agent, then and in every such case, the Pledgors, the Collateral Agent and each other Secured Party shall be restored to their respective former positions and rights hereunder with respect to the Pledged Collateral, and all rights, remedies, privileges and powers of the Collateral Agent and the other Secured Parties shall continue as if no such proceeding had been instituted.

SECTION 9.6. Certain Additional Actions Regarding Intellectual Property. If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of the registered Patents, Trademarks and/or Copyrights and Goodwill and such other documents as are reasonably necessary or appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice thereafter from the Collateral Agent, each Pledgor shall use its best commercial efforts to make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf.

ARTICLE X

PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS;

APPLICATION OF PROCEEDS

SECTION 10.1. Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be

30

applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, in accordance with the Credit Agreement.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1. Concerning Collateral Agent.

(a) The Collateral Agent has been appointed as US Collateral Agent pursuant to the Credit Agreement. The actions of the Collateral Agent hereunder are subject to the provisions of the Credit Agreement. The Collateral Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including the release or substitution of the Pledged Collateral), in accordance with this Agreement and the Credit Agreement. The Collateral Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith, except to the extent the liability of such person is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such person’s gross negligence or willful misconduct. The Collateral Agent may resign and a successor Collateral Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Collateral Agent by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement, and the retiring Collateral Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Collateral Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent.

(b) The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equivalent to that which the Collateral Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Collateral Agent nor any of the Secured Parties shall have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any person with respect to any Pledged Collateral.

(c) The Collateral Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message, in each case provided by or from a Pledgor, reasonably believed by it to be genuine and correct and to have been

31

signed, sent or made by the proper person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it.

(d) If any item of Pledged Collateral also constitutes collateral granted to the Collateral Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, the Collateral Agent, in its sole discretion, shall select which provision or provisions shall control.

SECTION 11.2. Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact. If any Pledgor shall fail to perform any covenants contained in this Agreement (including such Pledgor’s covenants to (i) pay the premiums in respect of all required insurance policies hereunder, (ii) pay and discharge any taxes, assessments and special assessments, levies, fees and governmental charges imposed upon or assessed against, and landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law against, all or any portion of the Pledged Collateral, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any obligations of such Pledgor under any Pledged Collateral) or if any representation or warranty on the part of any Pledgor contained herein shall be breached, the Collateral Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Collateral Agent shall in no event be bound to inquire into the validity of any tax, Lien, imposition or other obligation which such Pledgor fails to pay or perform as and when required hereby and which such Pledgor does not contest in accordance with the provisions of the Credit Agreement. Any and all amounts so expended by the Collateral Agent shall be paid by the Pledgors in accordance with the provisions of Section 10.03 of the Credit Agreement. Neither the provisions of this Section 11.2 nor any action taken by the Collateral Agent pursuant to the provisions of this Section 11.2 shall prevent any failure to observe any covenant contained in this Agreement nor any breach of representation or warranty from constituting an Event of Default. Each Pledgor hereby appoints the Collateral Agent its attorney-in-fact, with full power and authority in the place and stead of such Pledgor and in the name of such Pledgor, or otherwise, in the Collateral Agent’s discretion at any time after the occurrence and during the continuance of an Event of Default to take any action and to execute any instrument consistent with the terms of the Credit Agreement, this Agreement and the other Security Documents which the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (but the Collateral Agent shall not be obligated to and shall have no liability to such Pledgor or any third party for failure to so do or take action). The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

SECTION 11.3. Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) be binding upon the Pledgors, their respective successors and assigns and (ii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and the other

32

Secured Parties and each of their respective successors, transferees and assigns. No other persons (including any other creditor of any Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Secured Party may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other person, and such other person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party, herein or otherwise, subject however, to the provisions of the Credit Agreement and, in the case of a Secured Party that is a party to a Hedging Agreement, such Hedging Agreement.

SECTION 11.4. Termination; Release. (a) Notwithstanding anything to the contrary herein, when all the Secured Obligations have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon termination of this Agreement the Pledged Collateral shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.

(b) Notwithstanding the foregoing, if (i) the Obligations (other than the Secured Obligations of the type described in clause (b) of the definition of Secured Obligations (“Remaining Secured Obligations”), which remain outstanding) have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, and (ii) all or a portion of the repayment of the Obligations is financed by the proceeds of Indebtedness of one or more Loan Parties or any affiliate of a Loan Party (“Refinancing Indebtedness”) which Refinancing Indebtedness is secured by property of such persons, this Agreement shall terminate as if the Remaining Secured Obligations have been paid in full and the provisions of paragraph (a) of this Section 11.4 shall apply concurrently with the incurrence of the Refinancing Indebtedness and the securing of the Refinancing Indebtedness and the Remaining Secured Obligations on an equal and ratable basis. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not terminate but shall remain in full force and effect.

SECTION 11.5. Modification in Writing. No amendment, modification, supplement, termination or waiver of or to any provision hereof, nor consent to any departure by any Pledgor therefrom, shall be effective unless the same shall be made in accordance with the

33

terms of the Credit Agreement and unless in writing and signed by the Collateral Agent. Any amendment, modification or supplement of or to any provision hereof, any waiver of any provision hereof and any consent to any departure by any Pledgor from the terms of any provision hereof in each case shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement or any other document evidencing the Secured Obligations, no notice to or demand on any Pledgor in any case shall entitle any Pledgor to any other or further notice or demand in similar or other circumstances.

SECTION 11.6. Notices. Unless otherwise provided herein or in the Credit Agreement, any notice or other communication herein required or permitted to be given shall be given in the manner and become effective as set forth in the Credit Agreement, as to any Pledgor, addressed to it at the address of the Borrower set forth in the Credit Agreement and as to the Collateral Agent, addressed to it at the address set forth in the Credit Agreement, or in each case at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section 11.6.

SECTION 11.7. Governing Law, Consent to Jurisdiction and Service of Process; Waiver of Jury Trial. Sections 10.09 and 10.10 of the Credit Agreement are incorporated herein, mutatis mutandis, as if a part hereof.

SECTION 11.8. Severability of Provisions. Any provision hereof which is invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without invalidating the remaining provisions hereof or affecting the validity, legality or enforceability of such provision in any other jurisdiction.

SECTION 11.9. Execution in Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement.

SECTION 11.10. Business Days. In the event any time period or any date provided in this Agreement ends or falls on a day other than a Business Day, then such time period shall be deemed to end and such date shall be deemed to fall on the next succeeding Business Day, and performance herein may be made on such Business Day, with the same force and effect as if made on such other day.

SECTION 11.11. No Credit for Payment of Taxes or Imposition. No Pledgor shall be entitled to any credit against the principal, premium, if any, or interest payable under the Credit Agreement, and such Pledgor shall not be entitled to any credit against any other sums which may become payable under the terms thereof or hereof, by reason of the payment of any Tax on the Pledged Collateral or any part thereof.

34

SECTION 11.12. No Claims Against Collateral Agent. Nothing contained in this Agreement shall constitute any consent or request by the Collateral Agent, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Pledged Collateral or any part thereof, nor as giving any Pledgor any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against the Collateral Agent in respect thereof or any claim that any Lien based on the performance of such labor or services or the furnishing of any such materials or other property is prior to the Lien hereof.

SECTION 11.13. No Release. Nothing set forth in this Agreement or any other Loan Document, nor the exercise by the Collateral Agent of any of the rights or remedies hereunder shall relieve any Pledgor from the performance of any term, covenant, condition or agreement on such Pledgor’s part to be performed or observed under or in respect of any of the Pledged Collateral or from any liability to any person under or in respect of any of the Pledged Collateral or shall impose any obligation on the Collateral Agent or any other Secured Party to perform or observe any such term, covenant, condition or agreement on such Pledgor’s part to be so performed or observed or shall impose any liability on the Collateral Agent or any other Secured Party for any act or omission on the part of such Pledgor relating thereto or for any breach of any representation or warranty on the part of such Pledgor contained in this Agreement, the Credit Agreement or the other Loan Documents, or under or in respect of the Pledged Collateral or made in connection herewith or therewith. Anything herein to the contrary notwithstanding, neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any contracts, agreements and other documents included in the Pledged Collateral by reason of this Agreement, nor shall the Collateral Agent or any other Secured Party be obligated to perform any of the obligations or duties of any Pledgor thereunder or to take any action to collect or enforce any such contract, agreement or other document included in the Pledged Collateral hereunder. The obligations of each Pledgor contained in this Section 11.13 shall survive the termination hereof and the discharge of such Pledgor’s other obligations under this Agreement, the Credit Agreement and the other Loan Documents.

SECTION 11.14. Obligations Absolute. All obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of:

(i) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any other Pledgor;

(ii) any lack of validity or enforceability of the Credit Agreement, any Hedging Agreement or any other Loan Document, or any other agreement or instrument relating thereto;

(iii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any Hedging Agreement or any other Loan Document or any other agreement or instrument relating thereto;

35

(iv) any pledge, exchange, release or non-perfection of any other collateral, or any release or amendment or waiver of or consent to any departure from any guarantee, for all or any of the Secured Obligations;

(v) any exercise, non-exercise or waiver of any right, remedy, power or privilege under or in respect hereof, the Credit Agreement, any Hedging Agreement or any other Loan Document except as specifically set forth in a waiver granted pursuant to the provisions of Section 11.5 hereof; or

(vi) any other circumstances which might otherwise constitute a defense available to, or a discharge of, any Pledgor.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

36

IN WITNESS WHEREOF, each Pledgor and the Collateral Agent have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first above written.

Security Agreement

Security Agreement

EXHIBIT 1

[Form of]

ISSUER’S ACKNOWLEDGMENT

The undersigned hereby (i) acknowledges receipt of the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December     , 2005 made by SGS INTERNATIONAL, INC., the Guarantors party thereto and UBS AG, STAMFORD BRANCH, as US collateral agent (in such capacity and together with any successors in such capacity, the “Collateral Agent”), (ii) agrees promptly to note on its books the security interests granted to the Collateral Agent and confirmed under the Security Agreement, (iii) agrees that it will comply with instructions of the Collateral Agent with respect to the applicable Securities Collateral without further consent by the applicable Pledgor, (iv) agrees to notify the Collateral Agent upon obtaining knowledge of any interest in favor of any person in the applicable Securities Collateral that is materially adverse to the interest of the Collateral Agent therein and (v) waives any right or requirement at any time hereafter to receive a copy of the Security Agreement in connection with the registration of any Securities Collateral thereunder in the name of the Collateral Agent or its nominee or the exercise of voting rights by the Collateral Agent or its nominee.

[		]
By:
	Name:
	Title:

EXHIBIT 2

[Form of]

SECURITIES PLEDGE AMENDMENT

This Securities Pledge Amendment, dated as of [                    ], is delivered pursuant to Section 5.1 of the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December     , 2005 made by SGS INTERNATIONAL, INC., the Guarantors party thereto and UBS AG, STAMFORD BRANCH, as US collateral agent (in such capacity and together with any successors in such capacity, the “Collateral Agent”). The undersigned hereby agrees that this Securities Pledge Amendment may be attached to the Security Agreement and that the Pledged Securities and/or Intercompany Notes listed on this Securities Pledge Amendment shall be deemed to be and shall become part of the Pledged Collateral and shall secure all Secured Obligations.

PLEDGED SECURITIES

ISSUER CLASS OF STOCK
OR
INTERESTS PAR
VALUE CERTIFICATE
NO(S). NUMBER OF
SHARES OR
INTERESTS PERCENTAGE OF
ALL ISSUED CAPITAL
OR OTHER EQUITY
INTERESTS OF ISSUER

INTERCOMPANY NOTES

ISSUER PRINCIPAL
AMOUNT DATE OF ISSUANCE INTEREST
RATE MATURITY
DATE

[ as Pledgor		],
By:
	Name:
	Title:

AGREED TO AND ACCEPTED:
UBS AG, STAMFORD BRANCH, as US Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

EXHIBIT 3

[Form of]

JOINDER AGREEMENT

[Name of New Pledgor]

[Address of New Pledgor]

[Date]

______________________

______________________

______________________

______________________

Ladies and Gentlemen:

Reference is made to the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December     , 2005 made by SGS INTERNATIONAL, INC., the Guarantors party thereto and UBS AG, STAMFORD BRANCH, as US collateral agent (in such capacity and together with any successors in such capacity, the “Collateral Agent”).

This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned, [                            ] (the “New Pledgor”), pursuant to Section 3.5 of the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in Articles V, VI and VII of the Credit Agreement to the same extent that it would have been bound if it had been a signatory to the Credit Agreement on the execution date of the Credit Agreement. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under

the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder. The New Pledgor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement and Article III of the Credit Agreement.

Annexed hereto are supplements to each of the schedules to the Security Agreement and the Credit Agreement, as applicable, with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement or the Credit Agreement, as applicable.

This Joinder Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement.

THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the New Pledgor has caused this Joinder Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

[NEW PLEDGOR]
By:
	Name:
	Title:

AGREED TO AND ACCEPTED:
UBS AG, STAMFORD BRANCH, As US Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

[Schedules to be attached]

EXHIBIT 4

[Form of]

CONTROL AGREEMENT CONCERNING SECURITIES ACCOUNTS

This Control Agreement Concerning Securities Accounts (this “Control Agreement”), dated as of [                    ], by and among [                    ] (the “Pledgor”), UBS AG, Stamford Branch, as US collateral agent (the “Collateral Agent”) and [                    ] (the “Securities Intermediary”), is delivered pursuant to Section 3.4(c) of that certain security agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), dated as of December      , 2005, made by the Pledgor and each of the Guarantors listed on the signature pages thereto in favor of the Collateral Agent, as pledgee, assignee and secured party (the “Collateral Agent”). This Control Agreement is for the purpose of perfecting the security interests of the Secured Parties granted by the Pledgor in the Designated Accounts described below. All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Security Agreement.

Section 1. Confirmation of Establishment and Maintenance of Designated Accounts. The Securities Intermediary hereby confirms and agrees that (i) the Securities Intermediary has established for the Pledgor and maintains the account(s) listed in Schedule I annexed hereto (such account(s), together with each such other securities account maintained by the Pledgor with the Securities Intermediary collectively, the “Designated Accounts” and each a “Designated Account”), (ii) each Designated Account will be maintained in the manner set forth herein until termination of this Control Agreement, (iii) this Control Agreement is the valid and legally binding obligation of the Securities Intermediary, (iv) the Securities Intermediary is a “securities intermediary” as defined in Article 8-102(a)(14) of the UCC, (v) each of the Designated Accounts is a “securities account” as such term is defined in Section 8-501(a) of the UCC and (vi) all securities or other property underlying any financial assets which are credited to any Designated Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any financial asset credited to any Designated Account be registered in the name of the Pledgor, payable to the order of the Pledgor or specially endorsed to the Pledgor, except to the extent the foregoing have been specially endorsed to the Securities Intermediary or in blank.

Section 2. “Financial Assets” Election. All parties hereto agree that each item of Investment Property and all other property held in or credited to any Designated Account

(the “Account Property”) shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.

Section 3. Entitlement Order. If at any time after Collateral Agent delivers a Notice of Sole Control pursuant to Section 9(i) to Securities Intermediary, the Securities Intermediary shall receive an “entitlement order” (within the meaning of Section 8-102(a)(8) of the UCC) issued by the Collateral Agent and relating to any financial asset maintained in one or more of the Designated Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Pledgor or any other person. The Securities Intermediary shall also comply with instructions directing the Securities Intermediary with respect to the sale, exchange or transfer of any Account Property held in each Designated Account originated by a Pledgor, or any representative of, or investment manager appointed by, a Pledgor until such time as the Collateral Agent delivers a Notice of Sole Control pursuant to Section 9(i) to the Securities Intermediary. The Securities Intermediary shall comply with, and is fully entitled to rely upon, any entitlement order from the Collateral Agent after the Collateral Agent delivers a Notice of Sole Control, even if such entitlement order is contrary to any entitlement order that the Pledgor may give or may have given to the Securities Intermediary.

Section 4. Subordination of Lien; Waiver of Set-Off. The Securities Intermediary hereby agrees that any security interest in, lien on, encumbrance, claim or (except as provided in the next sentence) right of setoff against, any Designated Account or any Account Property it now has or subsequently obtains shall be subordinate to the security interest of the Collateral Agent in the Designated Accounts and the Account Property therein or credited thereto. The Securities Intermediary agrees not to exercise any present or future right of recoupment or set-off against any of the Designated Accounts or to assert against any of the Designated Accounts any present or future security interest, banker’s lien or any other lien or claim (including claim for penalties) that the Securities Intermediary may at any time have against or in any of the Designated Accounts or any Account Property therein or credited thereto; provided, however, that the Securities Intermediary may set off all amounts due to the Securities Intermediary in respect of its customary fees and expenses for the routine maintenance and operation of the Designated Accounts, including overdraft fees and amounts advanced to settle authorized transactions.

Section 5. Choice of Law. Both this Control Agreement and the Designated Accounts shall be governed by the laws of the State of New York. Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Designated Accounts (as well as the security entitlements related thereto) shall be governed by the laws of the State of New York.

Section 6. Conflict with Other Agreements; Amendments. As of the date hereof, there are no other agreements entered into between the Securities Intermediary and the Pledgor with respect to any Designated Account or any security entitlements or other financial

assets credited thereto (other than standard and customary documentation with respect to the establishment and maintenance of such Designated Accounts). The Securities Intermediary and the Pledgor will not enter into any other agreement with respect to any Designated Account unless the Collateral Agent shall have received prior written notice thereof. The Securities Intermediary and the Pledgor have not and will not enter into any other agreement with respect to (i) creation or perfection of any security interest in or (ii) control of security entitlements maintained in any of the Designated Accounts or purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders with respect to any Account Property held in or credited to any Designated Account as set forth in Section 3 hereof without the prior written consent of the Collateral Agent acting in its sole discretion. In the event of any conflict with respect to control over any Designated Account between this Control Agreement (or any portion hereof) and any other agreement now existing or hereafter entered into, the terms of this Control Agreement shall prevail. No amendment or modification of this Control Agreement or waiver of any rights hereunder shall be binding on any party hereto unless it is in writing and is signed by all the parties hereto.

Section 7. Certain Agreements.

(i) As of the date hereof, the Securities Intermediary has furnished to the Collateral Agent the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts and the financial assets and cash balances held therein, identifying the financial assets held therein in a manner acceptable to the Collateral Agent. Each such statement accurately reflects the assets held in such Designated Account as of the date thereof.

(ii) The Securities Intermediary will, upon its receipt of each supplement to the Security Agreement signed by the Pledgor and identifying one or more financial assets as “Pledged Collateral,” enter into its records, including computer records, with respect to each Designated Account a notation with respect to any such financial asset so that such records and reports generated with respect thereto identify such financial asset as “Pledged.”

Section 8. Notice of Adverse Claims. Except for the claims and interest of the Collateral Agent and of the Pledgor in the Account Property held in or credited to the Designated Accounts, the Securities Intermediary on the date hereof does not know of any claim to, security interest in, lien on, or encumbrance against, any Designated Account or Account Property held in or credited thereto and does not know of any claim that any person or entity other than the Collateral Agent has been given “control” (within the meaning of Section 8-106 of the UCC) of any Designated Account or any such Account Property. If the Securities Intermediary becomes aware that any person or entity is asserting any lien, encumbrance, security interest or materially adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process or any claim of control) against any of the Account

Property held in or credited to any Designated Account, the Securities Intermediary shall promptly notify the Collateral Agent and the Pledgor thereof.

Section 9. Maintenance of Designated Accounts. In addition to the obligations of the Securities Intermediary in Section 3 hereof, the Securities Intermediary agrees to maintain the Designated Accounts as follows:

(i) Notice of Sole Control. If at any time the Collateral Agent delivers to the Securities Intermediary a notice in the form of Exhibit A hereto instructing the Securities Intermediary to terminate Pledgor’s access to any Designated Account (the “Notice of Sole Control”), the Securities Intermediary agrees that, after receipt of such notice, it will take all instructions with respect to such Designated Account solely from the Collateral Agent, terminate all instructions and orders originated by the Pledgor with respect to the Designated Accounts or any Account Property therein, and cease taking instructions from Pledgor, including, without limitation, instructions for investment, distribution or transfer of any financial asset maintained in any Designated Account, and. Permitting settlement of trades pending at the time of receipt of such notice shall not constitute a violation of the immediately preceding sentence.

(ii) Voting Rights. Until such time as the Securities Intermediary receives a Notice of Sole Control, the Pledgor, or an investment manager on behalf of the Pledgor, shall direct the Securities Intermediary with respect to the voting of any financial assets credited to any Designated Account.

(iii) Statements and Confirmations. The Securities Intermediary will send copies of all statements and other correspondence (excluding routine confirmations) concerning any Designated Account or any financial assets credited thereto simultaneously to each of the Pledgor and the Collateral Agent at the address set forth in Section 11 hereof. The Securities Intermediary will provide to the Collateral Agent, upon the Collateral Agent’s request therefor from time to time a statement of the market value of each financial asset maintained in each Designated Account. The Securities Intermediary shall not change the name or account number of any Designated Account without the prior written consent of the Collateral Agent.

(iv) Perfection in Certificated Securities. The Securities Intermediary acknowledges that, in the event that it should come into possession of any certificate representing any security or other Account Property held in or credited to any of the Designated Accounts, the Securities Intermediary shall retain possession of the same on behalf and for the benefit of the Collateral Agent and such act shall cause the Securities Intermediary to be deemed holding such certificate for the Collateral Agent, if necessary to perfect the Collateral Agent’s security interest in such securities or assets. The Securities Intermediary hereby acknowledges its receipt of a copy of the Security

Agreement, which shall also serve as notice to the Securities Intermediary of a security interest in collateral held on behalf and for the benefit of the Collateral Agent.

Section 10. Successors; Assignment. The terms of this Control Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors and permitted assignees.

Section 11. Notices. Any notice, request or other communication required or permitted to be given under this Control Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or two (2) days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.

Pledgor:	[                                         ]
	[Address]
	Attention:
	Telecopy:
	Telephone:
	with copy to:
	[                                         ]
	[Address]
	Attention:
	Telecopy:
	Telephone:
Securities
Intermediary:	[                                         ]
	[Address]
	Attention:
	Telecopy:
	Telephone:
Collateral
Agent:	UBS AG, Stamford Branch
	677 Washington Boulevard
	Stamford, Connecticut 06901
	Attention:
	Telecopy:
	Telephone:

with a copy to:

Latham & Watkins LLP

233 South Wacker Drive

Chicago, Illinois 60606-6401

Attention:     Donald L. Schwartz

Telecopy:      (312)993-9767

Telephone:    (312)876-7631

Any party may change its address for notices in the manner set forth above.

Section 12. Termination.

(i) Except as otherwise provided in this Section 12, the obligations of the Securities Intermediary hereunder and this Control Agreement shall continue in effect until the security interests of the Collateral Agent in the Designated Accounts and any and all Account Property held therein or credited thereto have been terminated pursuant to the terms of the Security Agreement and the Collateral Agent has notified the Securities Intermediary of such termination in writing.

(ii) The Securities Intermediary, acting alone, may terminate this Control Agreement at any time and for any reason by written notice delivered to the Collateral Agent and the Pledgor not less than thirty (30) days prior to the effective termination date.

(iii) Prior to any termination of this Control Agreement pursuant to this Section 12, the Securities Intermediary hereby agrees that it shall promptly take, at Pledgor’s sole cost and expense, all reasonable actions necessary to facilitate the transfer of any Account Property in or credited to the Designated Accounts as follows: (i) in the case of a termination of this Control Agreement under Section 12(i), to the institution designated in writing by Pledgor; and (ii) in all other cases, to the institution designated in writing by the Collateral Agent.

Section 13. Fees and Expenses. The Securities Intermediary agrees to look solely to the Pledgor for payment of any and all fees, costs, charges and expenses incurred or otherwise relating to the Designated Accounts and services provided by the Securities Intermediary hereunder (collectively, the “Account Expenses”), and the Pledgor agrees to pay such Account Expenses to the Securities Intermediary on demand therefor. The Pledgor acknowledges and agrees that it shall be, and at all times remains, solely liable to the Securities Intermediary for all Account Expenses.

Section 14. Severability. If any term or provision set forth in this Control Agreement shall be invalid or unenforceable, the remainder of this Control Agreement, other

than those provisions held invalid or unenforceable, shall be construed in all respects as if such invalid or unenforceable term or provision were omitted.

Section 15. Counterparts. This Control Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Control Agreement by signing and delivering one or more counterparts.

[signature page follows]

[		],
as Pledgor
By:
	Name:
	Title:
UBS AG, STAMFORD BRANCH,
as US Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:
[		],
as Securities Intermediary
By:
	Name:
	Title:

SCHEDULE I

Designated Account(s)

EXHIBIT A

CONTROL AGREEMENT CONCERNING SECURITIES ACCOUNTS

[Letterhead of Agent]

To: [Securities Intermediary]

            Re:       Account No.

Ladies and Gentlemen:

Reference is made to the Control Agreement Concerning Securities Accounts dated                  , 2006 (the “Agreement”) among [                    ], us and you regarding the above- described account (the “Blocked Account”). In accordance with Section 9 of the Agreement, we hereby give you notice that an event of default has occurred and of our exercise of control of the Blocked Account and we hereby instruct you to immediately transfer funds as reflected in the Agreement to the following account:

_____________________

_____________________

_____________________

Very truly yours,
UBS AG, STAMFORD BRANCH, as US Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

Acknowledged:

[                                                                                  ],

as Securities Intermediary

By:

Name:

Title:

-2-

EXHIBIT 5

[Form of]

CONTROL AGREEMENT CONCERNING DEPOSIT ACCOUNTS

This CONTROL AGREEMENT CONCERNING DEPOSIT ACCOUNTS (this “Control Agreement”), dated as of [                    ], by and among [                            ] (the “Pledgor”), UBS AG, STAMFORD BRANCH, as US collateral agent (the “Collateral Agent”) and [                            ] (the “Bank”), is delivered pursuant to Section 3.4(b) of that certain security agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), dated as of December     , 2005, made by the Pledgor and each of the Guarantors listed on the signature pages thereto in favor of the Collateral Agent, as pledgee, assignee and secured party (the “Collateral Agent”). This Control Agreement is for the purpose of perfecting the security interests of the Secured Parties granted by the Pledgor in the Designated Accounts described below. All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Security Agreement.

Section 1. Confirmation of Establishment and Maintenance of Designated Accounts. The Bank hereby confirms and agrees that (i) the Bank has established for the Pledgor and maintains the deposit account(s) listed in Schedule 1 annexed hereto (such account(s), together with each such other deposit account maintained by the Pledgor with the Bank collectively, the “Designated Accounts” and each a “Designated Account”), (ii) each Designated Account will be maintained in the manner set forth herein until termination of this Control Agreement, (iii) the Bank is a “bank,” as such term is defined in the UCC, (iv) this Control Agreement is the valid and legally binding obligation of the Bank and (v) each Designated Account is a “deposit account” as such term is defined in Article 9 of the UCC.

Section 2. Control. Upon the Collateral Agent’s delivery of a Notice of Sole Control pursuant to Section 8(i) hereof to the Bank, the Bank shall comply with instructions originated by the Collateral Agent without further consent of the Pledgor or any person acting or purporting to act for the Pledgor being required, including, without limitation, directing disposition of the funds in each Designated Account. The Bank shall also comply with instructions directing the disposition of funds in each Designated Account originated by the Pledgor or its authorized representatives until such time as the Collateral Agent delivers a Notice of Sole Control pursuant to Section 8(i) hereof to the Bank. After Collateral Agent delivers a Notice of Sole Control, the Bank shall comply with, and is fully entitled to rely upon, any

instruction from the Collateral Agent, even if such instruction is contrary to any instruction that the Pledgor may give or may have given to the Bank.

Section 3. Subordination of Lien: Waiver of Set-Off. The Bank hereby agrees that any security interest in, lien on, encumbrance, claim or (except as provided in the next sentence) right of setoff against, any Designated Account or any funds therein it now has or subsequently obtains shall be subordinate to the security interest of the Collateral Agent in the Designated Accounts and the funds therein or credited thereto. The Bank agrees not to exercise any present or future right of recoupment or set-off against any of the Designated Accounts or to assert against any of the Designated Accounts any present or future security interest, banker’s lien or any other lien or claim (including claim for penalties) that the Bank may at any time have against or in any of the Designated Accounts or any funds therein; provided, however, that the Bank may set off (i) all amounts due to the Bank in respect of its customary fees and expenses for the routine maintenance and operation of the Designated Accounts, including overdraft fees, and (ii) the face amount of any checks or other items which have been credited to any Designated Account but are subsequently returned unpaid because of uncollected or insufficient funds).

Section 4. Choice of Law. Both this Control Agreement and the Designated Accounts shall be governed by the laws of the State of New York. Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the Bank’s jurisdiction and the Designated Account(s) shall be governed by the law of the State of New York.

Section 5. Conflict with Other Agreements; Amendments. As of the date hereof, there are no other agreements entered into between the Bank and the Pledgor with respect to any Designated Account or any funds credited thereto (other than standard and customary documentation with respect to the establishment and maintenance of such Designated Accounts). The Bank and the Pledgor will not enter into any other agreement with respect to any Designated Account unless the Collateral Agent shall have received prior written notice thereof. The Bank and the Pledgor have not and will not enter into any other agreement with respect to control of the Designated Accounts or purporting to limit or condition the obligation of the Bank to comply with any orders or instructions with respect to any Designated Account as set forth in Section 2 hereof without the prior written consent of the Collateral Agent acting in its sole discretion. In the event of any conflict with respect to control over any Designated Account between this Control Agreement (or any portion hereof) and any other agreement now existing or hereafter entered into, the terms of this Control Agreement shall prevail. No amendment or modification of this Control Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all the parties hereto.

Section 6. Certain Agreements. As of the date hereof, the Bank has furnished to the Collateral Agent the most recent account statement issued by the Bank with respect to each of the Designated Accounts and the cash balances held therein. Each such statement accurately reflects the assets held in such Designated Account as of the date thereof.

Section 7. Notice of Adverse Claims. Except for the claims and interest of the Secured Parties and of the Pledgor in the Designated Accounts, the Bank on the date hereof does not know of any claim to, security interest in, lien on, or encumbrance against, any Designated Account or in any funds credited thereto and does not know of any claim that any person or entity other than the Collateral Agent has been given control (within the meaning of Section 9-104 of the UCC) of any Designated Account or any such funds. If the Bank becomes aware that any person or entity is asserting any lien, encumbrance, security interest or materially adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process or any claim of control) against any funds in any Designated Account, the Bank shall promptly notify the Collateral Agent and the Pledgor thereof.

Section 8. Maintenance of Designated Accounts. In addition to the obligations of the Bank in Section 2 hereof, the Bank agrees to maintain the Designated Accounts as follows:

(i) Notice of Sole Control. If at any time the Collateral Agent delivers to the Bank a notice in the form of Exhibit A hereto instructing the Bank to terminate Pledgor’s access to any Designated Account (the “Notice of Sole Control”), the Bank agrees that, after receipt of such notice, it will take all instruction with respect to such Designated Account solely from the Collateral Agent, terminate all instructions and orders originated by the Pledgor with respect to the Designated Accounts or any funds therein, and cease taking instructions from the Pledgor, including, without limitation, instructions for distribution or transfer of any funds in any Designated Account.

(ii) Statements and Confirmations. The Bank will send copies of all statements and other correspondence (excluding routine confirmations) concerning any Designated Account simultaneously to the Pledgor and the Collateral Agent at the address set forth in Section 10 hereof. The Bank will promptly provide to the Collateral Agent, upon request therefor from time to time a statement of the cash balance in each Designated Account. The Bank shall not change the name or account number of any Designated Account without the prior written consent of the Collateral Agent.

Section 9. Successors; Assignment. The terms of this Control Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors and permitted assignees.

Section 10. Notices. Any notice, request or other communication required or permitted to be given under this Control Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or two (2) days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.

Pledgor:	[                                         ]
	[Address]
	Attention:
	Telecopy:
	Telephone:
	with copy to:
	[                                         ]
	[Address]
	Attention:
	Telecopy:
	Telephone:
Bank:	[                                         ]
	[                                         ]
	[                                         ]
	Attention:
	Telecopy:
	Telephone:
Collateral
Agent:	UBS AG, Stamford Branch
	677 Washington Boulevard
	Stamford, Connecticut 06901
	Attention:
	Telecopy:
	Telephone:

with a copy to:

Latham & Watkins LLP

885 Third Avenue, Suite 1000

New York, New York 10022

Attention:     [                        ]

Telecopy:      (212)906-1200

Telephone:    (212)751-4864

Any party may change its address for notices in the manner set forth above.

Section 11. Termination.

(i) Except as otherwise provided in this Section 11, the obligations of the Bank hereunder and this Control Agreement shall continue in effect until the security interests of the Collateral Agent in the Designated Accounts and any and all funds therein have been terminated pursuant to the terms of the Security Agreement and the Collateral Agent has notified the Bank of such termination in writing.

(ii) The Bank, acting alone, may terminate this Control Agreement at any time and for any reason by written notice delivered to the Collateral Agent and the Pledgor not less than thirty (30) days prior to the effective termination date.

(iii) Prior to any termination of this Control Agreement pursuant to this Section 11, the Bank hereby agrees that it shall promptly take, at Pledgor’s sole cost and expense, all reasonable actions necessary to facilitate the transfer of any funds in the Designated Accounts as follows: (a) in the case of a termination of this Control Agreement under Section 11(i), to the institution designated in writing by Pledgor; and (b) in all other cases, to the institution designated in writing by the Collateral Agent.

Section 12. Fees and Expenses. The Bank agrees to look solely to the Pledgor for payment of any and all fees, costs, charges and expenses incurred or otherwise relating to the Designated Accounts and services provided by the Bank hereunder (collectively, the “Account Expenses”), and the Pledgor agrees to pay such Account Expenses to the Bank on demand therefor. The Pledgor acknowledges and agrees that it shall be, and at all times remains, solely liable to the Bank for all Account Expenses.

Section 13. Severability. If any term or provision set forth in this Control Agreement shall be invalid or unenforceable, the remainder of this Control Agreement, other than those provisions held invalid or unenforceable, shall be construed in all respects as if such invalid or unenforceable term or provision were omitted.

Section 14. Counterparts. This Control Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Control Agreement by signing and delivering one or more counterparts.

[signature page follows]

[			]
By:
	Name:
	Title:
UBS AG, STAMFORD BRANCH, as US Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:
[		],
as Bank
By:
	Name:
	Title:

SCHEDULE 1

Designated Account(s)

EXHIBIT A

CONTROL AGREEMENT CONCERNING DEPOSIT ACCOUNTS

[Letterhead of Agent]

To: [BANK]

Re: Account No.

Ladies and Gentlemen:

Reference is made to the Control Agreement Concerning Deposit Accounts dated                     , 2006 (the “Agreement”) among [                    ], us and you regarding the above-described account (the “Blocked Account”). In accordance with Section 8 of the Agreement, we hereby give you notice that an event of default has occurred and of our exercise of control of the Blocked Account and we hereby instruct you to immediately transfer funds as reflected in the Agreement to the following account:

___________________________

___________________________

___________________________

Very truly yours,
UBS AG, STAMFORD BRANCH, as US Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

Acknowledged:
[BANK],
By:
	Name:
	Title:

- 2 -

EXHIBIT 6

[Form of]

Copyright Security Agreement

Copyright Security Agreement, dated as of [                    ], by [                    ] and [                    ] (individually, a “Pledgor”, and, collectively, the “Pledgors”), in favor of UBS AG, STAMFORD BRANCH, in its capacity as US collateral agent pursuant to the Credit Agreement (in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, the Pledgors are party to a Security Agreement of even date herewith (the “Security Agreement”) in favor of the Collateral Agent pursuant to which the Pledgors are required to execute and deliver this Copyright Security Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent, for the benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby agree with the Collateral Agent as follows:

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.

SECTION 2. Grant of Security Interest in Copyright Collateral. Each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor:

(a) Copyrights of such Pledgor listed on Schedule I¹ attached hereto; and

(b) all Proceeds of any and all of the foregoing (other than Excluded Property).

¹ Should include same Copyrights listed on Schedule 12(b) of the Perfection Certificate.

SECTION 3. Security Agreement. The security interest granted pursuant to this Copyright Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and Pledgors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Copyrights made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Copyright Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Collateral Agent shall otherwise determine.

SECTION 4. Termination. Upon the payment in full of the Secured Obligations and termination of the Security Agreement, the Collateral Agent shall promptly execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Copyrights under this Copyright Security Agreement.

SECTION 5. Counterparts. This Copyright Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Copyright Security Agreement by signing and delivering one or more counterparts.

[signature page follows]

IN WITNESS WHEREOF, each Pledgor has caused this Copyright Security Agreement to be executed and delivered by its duly authorized offer as of the date first set forth above.

Very truly yours,
[PLEDGORS]2
By:
	Name:
	Title:

Accepted and Agreed:
UBS AG, STAMFORD BRANCH, as US Collateral Agent
By:
	Name:
	Title:

By:
	Name:
	Title:

² This document needs only to be executed by the Borrower and/or any Guarantor which owns a pledged Copyright.

SCHEDULE I

to

COPYRIGHT SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS³

Copyright Registrations:

OWNER REGISTRATION NUMBER TITLE

Copyright Applications:

OWNER TITLE

³ Note to attorney: These schedules include the minimum information required to perfect in the Copyright Office. A conformed version of perfection certificate would be adequate, provided it contains this information.

EXHIBIT 7

[Form of]

Patent Security Agreement

Patent Security Agreement, dated as of [                    ], by [                    ] and [                    ] (individually, a “Pledgor”, and, collectively, the “Pledgors”), in favor of UBS AG, STAMFORD BRANCH, in its capacity as US collateral agent pursuant to the Credit Agreement (in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, the Pledgors are party to a Security Agreement of even date herewith (the “Security Agreement”) in favor of the Collateral Agent pursuant to which the Pledgors are required to execute and deliver this Patent Security Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent, for the benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby agree with the Collateral Agent as follows:

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.

SECTION 2. Grant of Security Interest in Patent Collateral. Each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor:

(a) Patents of such Pledgor listed on Schedule I⁴ attached hereto; and

(b) all Proceeds of any and all of the foregoing (other than Excluded Property).

⁴ Should include same Patents listed on Schedule 12(a) of the Perfection Certificate.

SECTION 3. Security Agreement. The security interest granted pursuant to this Patent Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and Pledgors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Patents made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Patent Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Collateral Agent shall otherwise determine.

SECTION 4. Termination. Upon the payment in full of the Secured Obligations and termination of the Security Agreement, the Collateral Agent shall promptly execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Patents under this Patent Security Agreement.

SECTION 5. Counterparts. This Patent Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Patent Security Agreement by signing and delivering one or more counterparts.

[signature page follows]

IN WITNESS WHEREOF, each Pledgor has caused this Patent Security Agreement to be executed and delivered by its duly authorized offer as of the date first set forth above.

Very truly yours,
[PLEDGORS]5
By:
	Name:
	Title:

Accepted and Agreed:

UBS AG, STAMFORD BRANCH,

as US Collateral Agent

By:
	Name:
	Title:
By:
	Name:
	Title:

⁵ This document needs only to be executed by the Borrower and/or any Guarantor which owns a pledged Patent.

SCHEDULE I

to

PATENT SECURITY AGREEMENT

PATENT REGISTRATIONS AND PATENT APPLICATIONS⁶

Patent Registrations:

OWNER REGISTRATION NUMBER NAME

Patent Applications:

OWNER APPLICATION NUMBER NAME

⁶ Note to attorney: These schedules include the minimum information required to perfect in the PTO. A conformed version of perfection certificate would be adequate, provided it contains this information.

EXHIBIT 8

[Form of]

Trademark Security Agreement

Trademark Security Agreement, dated as of [                    ], by [                    ] and [                    ] (individually, a “Pledgor”, and, collectively, the “Pledgors”), in favor of UBS AG, STAMFORD BRANCH, in its capacity as US collateral agent pursuant to the Credit Agreement (in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

Whereas, the Pledgors are party to a Security Agreement of even date herewith (the “Security Agreement”) in favor of the Collateral Agent pursuant to which the Pledgors are required to execute and deliver this Trademark Security Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent, for the benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby agree with the Collateral Agent as follows:

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.

SECTION 2. Grant of Security Interest in Trademark Collateral. Each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor:

(a) Trademarks of such Pledgor listed on Schedule I⁷ attached hereto;

(b) all Goodwill associated with such Trademarks; and

(c) all Proceeds of any and all of the foregoing (other than Excluded Property).

⁷ Should include same Trademarks listed on Schedule 12(a) of the Perfection Certificate.

SECTION 3. Security Agreement. The security interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and Pledgors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Trademarks made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Trademark Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Collateral Agent shall otherwise determine.

SECTION 4. Termination. Upon the payment in full of the Secured Obligations and termination of the Security Agreement, the Collateral Agent shall promptly execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Trademarks under this Trademark Security Agreement.

SECTION 5. Counterparts. This Trademark Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Trademark Security Agreement by signing and delivering one or more counterparts.

[signature page follows]

IN WITNESS WHEREOF, each Pledgor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized offer as of the date first set forth above.

Very truly yours,
[PLEDGORS]8
By:
	Name:
	Title:

Accepted and Agreed:

UBS AG, STAMFORD BRANCH,

as US Collateral Agent

By:
	Name:
	Title:

By:
	Name:
	Title:

⁸ This document needs only to be executed by the Borrower and/or any Guarantor which owns a pledged Trademark.

SCHEDULE I⁹

to

TRADEMARK SECURITY AGREEMENT

TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS

Trademark Registrations:

OWNER REGISTRATION
NUMBER TRADEMARK

Trademark Applications:

OWNER APPLICATION
NUMBER TRADEMARK

⁹ Note to attorney: These schedules include the minimum information required to perfect in the PTO. A conformed version of perfection certificate would be adequate, provided it contains this information.

EXHIBIT 9

FORM OF NOTICE TO BAILEE OF SECURITY INTEREST IN INVENTORY

CERTIFIED MAIL — RETURN RECEIPT REQUESTED

[                    ], 200[  ]

TO: [Bailee’s Name]

[Bailee’s Address]

Re: [Borrower]

Ladies and Gentlemen:

In connection with that certain Security Agreement, dated as of December     , 2005 (the “Security Agreement”), made by SGS INTERNATIONAL, INC., the Guarantors party thereto and UBS AG, Stamford Branch, as Collateral Agent (“UBS”), we have granted to UBS a security interest in substantially all of our personal property, including our inventory.

This letter constitutes notice to you, and your signature below will constitute your acknowledgment, of UBS’s continuing first priority security interest in all goods with respect to which you are acting as bailee. Until you are notified in writing to the contrary by UBS, however, you may continue to accept instructions from us regarding the delivery of goods stored by you.

Your acknowledgment also constitutes a waiver and release, for UBS’s benefit, of any and all claims, liens, including bailee’s liens, and demands of every kind which you have or may later have against such goods (including any right to include such goods in any secured financing to which you may become party).

In order to complete our records, kindly have a duplicate of this letter signed by an officer of your company and return same to us at your earliest convenience.

Receipt acknowledged, confirmed and approved:		Very truly yours,
[BAILEE]		[APPLICABLE PLEDGOR]
By:		By:
	Name:		Name:
	Title:		Title:
cc:	UBS AG, Stamford Branch

EX-10.10

Exhibit 10.10

CANADIAN SECURITY AGREEMENT

By

SOUTHERN GRAPHIC SYSTEMS-CANADA, CO./SYSTEMES GRAPHIQUES

SOUTHERN-CANADA, CO. and PROJECT DOVE MANITOBA LP

as Pledgors

and

UBS AG, STAMFORD BRANCH,

as Canadian Collateral Agent

Dated as of December 30, 2005

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND INTERPRETATION		S-2
Section 1.1	Definitions	S-2
Section 1.2	Interpretation	S-8
Section 1.3	Resolution of Drafting Ambiguities	S-8
Section 1.4	Perfection Certificate	S-9
ARTICLE II GRANT OF SECURITY AND SECURED OBLIGATIONS		S-9
Section 2.1	Grant of Security Interest	S-9
Section 2.2	Filings	S-10
ARTICLE III PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES; USE OF PLEDGED COLLATERAL		S-10
Section 3.1	Delivery of Certificated Securities Collateral	S-10
Section 3.2	Perfection of Uncertificated Securities Collateral	S-11
Section 3.3	Financing Statements and Other Filings; Maintenance of Perfected Security Interest	S-11
Section 3.4	Other Actions	S-12
Section 3.5	Joinder of Additional Pledgors	S-13
Section 3.6	Supplements; Further Assurances	S-14
ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS		S-15
Section 4.1	Title	S-15
Section 4.2	Validity of Security Interest	S-15
Section 4.3	Defence of Claims; Transferability of Pledged Collateral	S-15
Section 4.4	Other Financing Statements	S-15
Section 4.5	Chief Executive Office; Change of Name; Jurisdiction of Organization	S-16
Section 4.6	Location of Inventory and Equipment	S-16
Section 4.7	Due Authorization and Issuance	S-16
Section 4.8	Consents, etc.	S-16
Section 4.9	Pledged Collateral	S-17
Section 4.10	Insurance	S-17
Section 4.11	Assets in Quebec	S-17
ARTICLE V CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL		S-17
Section 5.1	Pledge of Additional Securities Collateral	S-17
Section 5.2	Voting Rights; Distributions; etc.	S-18
Section 5.3	Defaults, etc.	S-19
Section 5.4	Certain Agreements of Pledgor As Issuer and Holder of Equity Interests	S-19
ARTICLE VI CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL		S-20
Section 6.1	Grant of Intellectual Property Licence	S-20
Section 6.2	Protection of Collateral Agent’s Security	S-20
Section 6.3	After-Acquired Property	S-21
Section 6.4	Litigation	S-21
ARTICLE VII CERTAIN PROVISIONS CONCERNING RECEIVABLES		S-22
Section 7.1	Maintenance of Records	S-22
Section 7.2	Legend	S-22
Section 7.3	Modification of Terms, etc.	S-22

- i -

Section 7.4	Collection	S-22
ARTICLE VIII TRANSFERS		S-23
Section 8.1	Transfers of Pledged Collateral	S-23
ARTICLE IX REMEDIES		S-23
Section 9.1	Remedies	S-23
Section 9.2	Appointment of a Receiver	S-25
Section 9.3	Notice of Sale	S-25
Section 9.4	Waiver of Notice and Claims	S-26
Section 9.5	Certain Sales of Pledged Collateral	S-26
Section 9.6	No Waiver; Cumulative Remedies	S-28
Section 9.7	Certain Additional Actions Regarding Intellectual Property	S-28
ARTICLE X PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS; APPLICATION OF PROCEEDS		S-28
Section 10.1	Application of Proceeds	S-28
ARTICLE XI MISCELLANEOUS		S-29
Section 11.1	Concerning Collateral Agent	S-29
Section 11.2	Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact	S-30
Section 11.3	Continuing Security Interest; Assignment	S-30
Section 11.4	Termination; Release	S-31
Section 11.5	Modification in Writing	S-31
Section 11.6	Notices	S-32
Section 11.7	Governing Law, Submission to Jurisdiction, Waiver of Venue, Service of Process and Waiver of Jury Trial	S-32
Section 11.8	Severability of Provisions	S-33
Section 11.9	Execution in Counterparts	S-33
Section 11.10	Business Days	S-33
Section 11.11	No Credit for Payment of Taxes or Imposition	S-33
Section 11.12	No Claims Against Collateral Agent	S-33
Section 11.13	No Release	S-34
Section 11.14	Obligations Absolute	S-34
SIGNATURES		S-l

Exhibit 1	Form of Issuer’s Acknowledgment
Exhibit 2	Form of Securities Pledge Amendment
Exhibit 3	Form of Joinder Agreement
Exhibit 4	Form of Control Agreement Concerning Deposit Accounts
Exhibit 5	Form of Intellectural Property Security Agreement
Exhibit 6	Form of Bailee’s Letter

- ii -

CANADIAN SECURITY AGREEMENT

This CANADIAN SECURITY AGREEMENT dated as of December 30, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by SOUTHERN GRAPHIC SYSTEMS-CANADA, CO./SYSTEMES GRAPHIQUES SOUTHERN-CANADA, CO., a Nova Scotia unlimited liability company (the “Borrower”) and PROJECT DOVE MANITOBA LP, a limited partnership formed under the laws of the Province of Manitoba (“Manitoba LP”), as pledgors, assignors and debtors, (the Borrower and Manitoba LP, in such capacities and together with any successors in such capacities, the “Pledgors”, and each, a “Pledgor”), in favor of UBS AG, STAMFORD BRANCH, in its capacity as Canadian Collateral Agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).

R E C I T A L S:

A. The Pledgors and the other Loan Parties party thereto, the Collateral Agent, the other agents listed therein and the lending institutions listed therein have, in connection with the execution and delivery of this Agreement, entered into that certain credit agreement, dated as of December     , 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; which term shall also include and refer to any increase in the amount of indebtedness under the Credit Agreement and any one or more successor or replacement facilities with the same agents or lenders.

B. Each Pledgor will receive substantial benefits from the execution, delivery and performance of the obligations under the Credit Agreement and the other Loan Documents and is, therefore, willing to enter into this Agreement.

C. This Agreement is given by each Pledgor in favor of the Collateral Agent for the benefit of the Secured Parties (as hereinafter defined) to secure the payment and performance of all of the Secured Obligations.

D. It is a condition to (i) the obligations of the Canadian Lenders to make the Canadian Loans under the Credit Agreement, (ii) the obligations of the Issuing Bank to issue Letters of Credit and (iii) the performance of the obligations of the Secured Parties under Hedging Agreements that constitute Secured Obligations that each Pledgor execute and deliver the applicable Loan Documents, including this Agreement.

A G R E E M E N T:

NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor and the Collateral Agent hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions.

Unless otherwise defined herein or in the Credit Agreement, capitalized terms used herein that are defined in the PPSA shall have the meanings assigned to them in the PPSA.

(a) Terms used but not otherwise defined herein that are defined in the Credit Agreement shall have the meanings given to them in the Credit Agreement. Sections 1.03 and 1.05 of the Credit Agreement shall apply herein mutatis mutandis.

(b) The following terms shall have the following meanings:

“$ or Canadian dollars” shall mean the lawful currency of Canada.

“Accounts” shall mean all “accounts” as such term is defined in the PPSA, and shall include all rights and entitlements of each Pledgor to payment for goods sold or leased or for services rendered, which are not evidenced by Instruments or Chattel Paper, and whether or not earned by performance.

“Account Debtor” shall mean each person who is obligated on a Receivable or Supporting Obligation related thereto.

“Agreement” shall have the meaning assigned to such term in the Preamble hereof.

“Bailee Letter” shall be an agreement in form substantially similar to Exhibit 9 hereto.

“Collateral Agent” shall have the meaning assigned to such term in the Preamble hereof.

“Collateral Support” shall mean all property (real or personal) assigned, charged, hypothecated or otherwise securing any Pledged Collateral and shall include any security agreement or other agreement granting a lien, encumbrance, hypothec or security interest in such real or personal property.

“Contracts” shall mean the Acquisition Documents, all sale, service, performance, equipment or property lease contracts, agreements, obligations and grants and all other contracts, agreements, obligations or grants (in each case, whether written, oral or otherwise, or third party or intercompany), whether now existing or hereafter arising, between each Pledgor and any third party, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof.

“Copyrights” shall mean all copyrights (whether statutory or common law, whether established or registered in Canada or any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished) and all copyright registrations and applications made by each Pledgor, in each case, whether now owned or hereafter created or acquired by or assigned to such Pledgor, together with any and all (i) rights

S-2

and privileges arising under applicable law with respect to such Pledgor’s use of such copyrights, (ii) reissues, renewals, continuations and extensions thereof and amendments and modifications thereto, (iii) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable with respect thereto, including damages and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue and other rights of action for past, present or future infringements thereof.

“Credit Agreement” shall have the meaning assigned to such term in Recital A hereof.

“Customer Locations” shall mean each of the locations set forth in Schedule 2(e) to the Perfection Certificate where any Pledgor maintains Pledged Collateral valued at less than $750,000.

“Deposit Account Control Agreement” shall mean an agreement substantially in the form of Exhibit 4 hereto or such other form that is reasonably satisfactory to the Collateral Agent establishing the Collateral Agent’s control with respect to any Deposit Account.

“Deposit Accounts” shall mean (i) any demand, time, savings, passbook, or similar account maintained with a financial institution that is engaged in the business of banking and all accounts and sub-accounts relating to any of the foregoing accounts and (ii) all cash, funds, checks, notes, bills of exchange, acceptances and Instruments from time to time on deposit in any of the accounts or sub-accounts described in clause (i) of this definition.

“Distributions” shall mean all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital or principal, income, interest, profits and other property, interests (debt or equity) or proceeds, including as a result of a split, revision, reclassification or other like change of the Pledged Securities, from time to time received, receivable or otherwise distributed to each Pledgor in respect of or in exchange for any or all of the Pledged Securities or Intercompany Notes.

“Equipment” shall mean, with respect to each Pledgor, all “equipment” as such term is defined in the PPSA, and shall include all equipment, machinery, computers and computer hardware and software (whether owned or licensed), motor vehicles, tools, appliances, chattels, furniture, fixtures, all attachments, accessions and property now or hereafter affixed thereto or used in connection therewith, and substitutions and replacements thereof, wherever located.

“Excluded Property” shall mean

(a) any Contract or Licence to which each Pledgor is a party or of which each Pledgor has the benefit, to the extent that the creation of the security therein would constitute a breach of the terms of or permit any person to terminate or suspend such Contract or Licence, but such Pledgor shall hold its interest therein in trust for the Collateral Agent until such time as the consent of the other party to such Contract or Licence is obtained; and

(b) Equipment owned by any Pledgor on the date hereof or hereafter acquired that is subject to a Lien securing a Purchase Money Obligation or Capital Lease Obligation permitted to be incurred pursuant to the provisions of the Credit Agreement if the contract or other agreement in which such Lien is granted (or the documentation providing for such Purchase Money

S-3

Obligation or Capital Lease Obligation) validly prohibits the creation of any other Lien on such Equipment; and

(c) (i) the last day of the term of any lease (but upon the enforcement of the Collateral Agent’s rights hereunder, the Collateral Agent shall stand possessed of such last day in trust to assign the same to any person acquiring such term) or (ii) any Consumer Goods; and

(d) Equity Interests in any unlimited liability company owned by any Pledgor or acquired hereafter,

provided, however, that Excluded Property shall not include any Proceeds, substitutions or replacements of any Excluded Property referred to in clause (a), (b), (c) or (d) (unless such Proceeds, substitutions or replacements would constitute Excluded Property referred to in clause (a), (b), (c) or (d)).

“General Intangibles” shall mean, collectively, with respect to each Pledgor, all “intangibles,” as such term is defined in the PPSA, of such Pledgor and, in any event, shall include (i) all of such Pledgor’s rights, title and interest in, to and under all Contracts and insurance policies (including all rights and remedies relating to monetary damages, including indemnification rights and remedies, and claims for damages or other relief pursuant to or in respect of any Contract), (ii) all know-how and warranties relating to any of the Pledged Collateral or the Mortgaged Property, (iii) any and all other rights, claims, choses-in-action and causes of action of such Pledgor against any other person and the benefits of any and all collateral or other security given by any other person in connection therewith, (iv) all guarantees, endorsements and indemnifications on, or of, any of the Pledged Collateral or any of the Mortgaged Property, (v) all lists, books, records, correspondence, ledgers, printouts, files (whether in printed form or stored electronically), tapes and other papers or materials containing information relating to any of the Pledged Collateral or any of the Mortgaged Property, including all customer or tenant lists, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, logos, business identifiers, appraisals, recorded knowledge, surveys, studies, engineering reports, test reports, manuals, standards, processing standards, performance standards, catalogs, research data, computer and automatic machinery software and programs and the like, field repair data, accounting information pertaining to such Pledgor’s operations or any of the Pledged Collateral or any of the Mortgaged Property and all media in which or on which any of the information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data, (vi) all Licences, however characterized, now or hereafter acquired or held by such Pledgor, including building permits, certificates of occupancy, environmental certificates, industrial permits or licences and certificates of operation and (vii) all rights to reserves, deferred payments, deposits, refunds, indemnification of claims and claims for tax or other refunds against any Governmental Authority.

“Goodwill” shall mean, collectively, with respect to each Pledgor, the goodwill connected with such Pledgor’s business including all goodwill connected with (i) the use of and symbolized by any Trademark or Trademark Intellectual Property Licence in which such Pledgor has any interest, (ii) all know-how, trade secrets, customer and supplier lists, proprietary information, inventions, methods, procedures, formulae, descriptions, compositions, technical data, drawings, specifications, name plates, catalogs, confidential information, derivative works

S-4

and the right to limit the use or disclosure thereof by any person, pricing and cost information, business and marketing plans and proposals, consulting agreements, engineering contracts and such other assets which relate to such goodwill, and (iii) all product lines of such Pledgor’s business.

“Instruments” shall mean, collectively, with respect to each Pledgor, all “instruments,” as such term is defined in the PPSA, and shall include all promissory notes, drafts, bills of exchange or acceptances.

“Intellectual Property Collateral” shall mean, collectively, the Patents, Trademarks, Copyrights, Intellectual Property Licences and Goodwill.

“Intellectual Property Licences” shall mean, collectively, with respect to each Pledgor, all licence and distribution agreements with, and covenants not to sue, any other party with respect to any Patent, Trademark or Copyright or any other patent, trademark or copyright, whether such Pledgor is a licensor or licensee, distributor or distributee under any such licence or distribution agreement, together with any and all (i) renewals, extensions, supplements, modifications and continuations thereof, (ii) income, fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements or violations thereof, (iii) rights to sue and other rights of action for past, present and future infringements or violations thereof, and (iv) other rights to use, exploit or practice any or all of the Patents, Trademarks or Copyrights or any other patent, trademark or copyright.

“Intellectual Property Security Agreement” shall mean an agreement substantially in the form of Exhibit 5 hereto.

“Intercompany Notes” shall mean, with respect to each Pledgor, all intercompany notes described in Schedule 11 to the Perfection Certificate and intercompany notes hereafter acquired by such Pledgor and all certificates, instruments or agreements evidencing such intercompany notes, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof to the extent permitted pursuant to the terms hereof.

“Inventory” shall mean, with respect to each Pledgor, all “inventory” as such term is defined in the PPSA, and shall include all raw materials, work in process, work in transit, finished goods, new and unused production, packing and shipping materials, new and unused maintenance items, and all other inventory of whatsoever kind or nature, wherever located.

“Joinder Agreement” shall mean an agreement substantially in the form of Exhibit 3 hereto.

“Licences” shall mean, collectively, with respect to each Pledgor, all franchises, licences, quotas, exclusivity rights, territorial rights, authorizations, certifications, approvals, permits, consents, variances and operating rights authorizing or relating to such Pledgor’s rights to carry on or operate its business.

S-5

“Material Intellectual Property Collateral” shall mean any Intellectual Property Collateral that is material (i) to the use and operation of the Pledged Collateral or (ii) to the business, results of operations, prospects or condition, financial or otherwise, of any Pledgor.

“Patents” shall mean, collectively, with respect to each Pledgor, all patents issued or assigned to, and all patent applications and registrations made by, such Pledgor (whether established or registered or recorded in Canada or any other country or any political subdivision thereof), together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s use of any patents, (ii) inventions and improvements described and claimed therein, (iii) reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and amendments and modifications thereto, (iv) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements thereof, (v) rights corresponding thereto throughout the world and (vi) rights to sue and other rights of action for past, present or future infringements thereof.

“Payment Intangible” means a General Intangible under which the account debtor’s principal obligation is a monetary obligation.

“Perfection Certificate” shall mean that certain perfection certificate dated as of the Closing Date, executed and delivered by each Pledgor in favor of the Collateral Agent for the benefit of the Secured Parties, and each other Perfection Certificate (which shall be in substantially similar form as the Perfection Certificate dated as of the Closing Date or such other form reasonably acceptable to the Collateral Agent) executed and delivered by the applicable person in favor of the Collateral Agent for the benefit of the Secured Parties contemporaneously with the execution and delivery of each Joinder Agreement executed in accordance with Section 3.5 hereof, in each case, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the Credit Agreement or upon the request of the Collateral Agent.

“Pledge Amendment” shall have the meaning assigned to such term in Section 5.1 hereof.

“Pledged Collateral” shall have the meaning assigned to such term in Section 2.1 hereof.

“Pledged Securities” shall mean, collectively, with respect to each Pledgor, (i) all issued and outstanding Equity Interests of each issuer set forth on Schedule 10(a) to the Perfection Certificate as being owned by such Pledgor and all options, warrants, rights, agreements and additional Equity Interests of whatever class of any such issuer acquired by such Pledgor (including by issuance), together with all rights, privileges, authority and powers of such Pledgor relating to such Equity Interests in each such issuer or under any Organizational Document of each such issuer, and the certificates and instruments representing such Equity Interests and any and all interest of the such Pledgor in the entries on the books of any financial intermediary pertaining to such Equity Interests, (ii) all Equity Interests of any Subsidiary, which Equity Interests are hereafter acquired by such Pledgor (including by issuance) and all options, warrants, rights, agreements and additional Equity Interests of whatever class of any such Subsidiary acquired by such Pledgor (including by issuance), together with all rights, privileges, authority and powers of such Pledgor relating to such Equity Interests or under any Organizational

S-6

Document of any such Subsidiary, and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Equity Interests, from time to time acquired by such Pledgor in any manner, and (iii) all Equity Interests issued in respect of the Equity Interests referred to in clause (i) or (ii) upon any consolidation, amalgamation, continuation or merger of any issuer of such Equity Interests; provided, however, that Pledged Securities shall not include any (w) Equity Interests which are not required to be pledged pursuant to Section 5.11(b) of the Credit Agreement, (x) Equity Interests in any unlimited liability company owned by such Pledgor or acquired hereafter in the Borrower.

“Pledgor” shall have the meaning assigned to such term in the Preamble hereof.

“PPSA” shall mean the Personal Property Security Act (Ontario) as in effect from time to time and any other applicable federal, provincial or territorial personal property security or similar legislation, together with all rules, regulations and interpretations thereunder or related thereto.

“Proceeds” shall mean, all “proceeds” as such term is defined in the PPSA, and shall include all proceeds in any form derived from the sale, lease or other disposition of any of the Pledged Collateral, including, without limitation, in the case of the Intellectual Property Collateral, all licence royalties and proceeds of suits relating to the Intellectual Property Collateral.

“Quebec Collateral” shall have the meaning assigned to such term in Section 4.11(b) hereof.

“Receivables” shall mean all (i) Accounts, (ii) Chattel Paper, (iii) Payment Intangibles, (iv) General Intangibles, (v) Instruments and (vi) to the extent not otherwise covered above, all other rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, sublicensed, assigned or otherwise disposed of, or services rendered or to be rendered, regardless of classification, together with all of each Pledgor’s rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Records relating thereto.

“Receiver” shall have the meaning assigned to such term in Section 9.2 hereof.

“Records” shall mean all of each Pledgor’s books of account of every kind or nature, purchase and sale agreements, invoices, ownership certificates, manuals, publications, ledger cards, bills of lading and other shipping evidence, statements, correspondence, memoranda, credit files and other data relating to the Pledged Collateral or any account debtor, together with the tapes, disks, diskettes and other data and software storage media and devices, internet, intranet and extranet sites, file cabinets or containers in or on which the foregoing are stored (including any rights of such Pledgor with respect to the foregoing maintained with or by any other person).

“Refinancing Indebtedness” shall have the meaning assigned to such term in Section 11.4(b) hereof.

S-7

“Remaining Secured Obligations” shall have the meaning assigned to such term in Section 11.4(b) hereof.

“Secured Obligations” shall mean the Canadian Obligations as such term is defined in the Credit Agreement.

“Secured Parties” shall mean, collectively, the Canadian Administrative Agent, the Collateral Agent, the Lenders and each party to a Hedging Agreement if at the date of entering into such Hedging Agreement such person was a Lender or an Affiliate of a Lender and such person executes and delivers to the Administrative Agents a letter agreement in form and substance acceptable to the Administrative Agents pursuant to which such person (i) appoints the Collateral Agent as its agent under the applicable Loan Documents and (ii) agrees to be bound by the provisions of Sections 9.03,10.03 and 10.09 of the Credit Agreement.

“Securities Collateral” shall mean, collectively, the Pledged Securities, the Intercompany Notes and the Distributions.

“Supporting Obligation” shall mean a letter-of-credit right or secondary obligation that supports the payment or performance of an Account, Chattel Paper, a Document of Title, a General Intangible or an Instrument.

“Trademarks” shall mean, collectively, with respect to each Pledgor, all trademarks (including service marks), slogans, logos, business identifiers, certification marks, trade dress, uniform resource locations (URL’s), domain names, corporate names used in commerce and trade names, whether registered or unregistered, owned by or assigned to such Pledgor and all registrations and applications for the foregoing (whether statutory or common law and whether established or registered in Canada or any other country or any political subdivision thereof), together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s use of any trademarks, (ii) reissues, continuations, extensions and renewals thereof and amendments and modifications thereto, (iii) income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue and other rights of action for past, present and future infringements thereof.

Section 1.2 Interpretation.

The rules of interpretation specified in the Credit Agreement (including Section 1.03 thereof) shall be applicable to this Agreement.

Section 1.3 Resolution of Drafting Ambiguities.

Each Pledgor acknowledges and agrees that it was represented by counsel in connection with the execution and delivery hereof, that it and its counsel reviewed and participated in the preparation and negotiation hereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party (i.e., the Collateral Agent) shall not be employed in the interpretation hereof.

S-8

Section 1.4 Perfection Certificate.

The Collateral Agent and each Secured Party agree that the Perfection Certificate and all descriptions of Pledged Collateral, schedules, amendments and supplements thereto are and shall at all times remain a part of this Agreement.

ARTICLE II

GRANT OF SECURITY AND SECURED OBLIGATIONS

Section 2.1 Grant of Security Interest.

As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”):

(i) all Accounts;

(ii) all Equipment, Goods and Inventory;

(iii) all Documents of Title, Instruments and Chattel Paper;

(iv) all Securities Collateral;

(v) all Intellectual Property Collateral;

(vi) all General Intangibles;

(vii) all Money and all Deposit Accounts;

(viii) all Supporting Obligations;

(ix) all Records relating to the Pledged Collateral; and

(x) to the extent not covered by clauses (i) through (ix) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing.

Notwithstanding anything to the contrary contained in clauses (i) through (ix) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in

S-9

reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any Licence, a provision that would prohibit the creation of a Lien on such Licence in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such action is permitted by Section 6.19 of the Credit Agreement.

Section 2.2 Filings.

(a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments thereto that contain the information required by the PPSA or similar legislation of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all of the present and after acquired personal property of the debtor or in which debtor otherwise has rights and all substitutions therefor and proceeds thereof, and (iii) in the case of a financing statement covering Pledged Collateral constituting minerals, hydrocarbons or the like to be extracted or timber to be cut, growing crops or the unborn young of animals, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent.

(b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements or amendments thereto relating to the Pledged Collateral if filed prior to the date hereof.

(c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the Canadian Intellectual Property Office (or any successor office or any similar office in any other country), including this Agreement and the Intellectual Property Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

ARTICLE III

PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;

USE OF PLEDGED COLLATERAL

Section 3.1 Delivery of Certificated Securities Collateral.

Each Pledgor represents and warrants that all certificates, agreements or instruments representing or evidencing the Securities Collateral in existence on the date hereof have been delivered to the Collateral Agent in suitable form for transfer by delivery or accompanied by

S-10

duly executed instruments of transfer or assignment in blank and that the Collateral Agent has a perfected first priority security interest therein. Each Pledgor hereby agrees that all certificates, agreements or instruments representing or evidencing Securities Collateral acquired by such Pledgor after the date hereof shall promptly (but in any event within five (5) Business Days after receipt thereof by such Pledgor) be delivered to and held by or on behalf of the Collateral Agent pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. The Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right upon one (1) day prior written notice to such Pledgor to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations.

Section 3.2 Perfection of Uncertificated Securities Collateral.

Each Pledgor represents and warrants that the Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date hereof. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then such Pledgor shall, to the extent permitted by applicable law, (i) cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 hereto, (ii) if necessary or desirable to perfect a security interest in such Pledged Securities, cause such pledge to be recorded on the equity holder register or the books of the issuer, execute any customary pledge forms or other documents reasonably necessary or appropriate to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities under the terms hereof, (iii) upon the reasonable request by the Collateral Agent, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereof, and (iv) after the occurrence and during the continuance of any Event of Default, upon request by the Collateral Agent, (A) cause the Organizational Documents of such issuer to be amended to provide that such Pledged Securities shall be treated as “securities” for purposes of the PPSA, and (B) cause such Pledged Securities to become certificated and delivered to the Collateral Agent in accordance with the provisions of Section 3.1.

Section 3.3 Financing Statements and Other Filings; Maintenance of Perfected Security Interest.

Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of such Pledgor, such Pledgor will

S-11

maintain the security interest created by this Agreement in the Pledged Collateral as a perfected first priority security interest subject only to Permitted Liens.

Section 3.4 Other Actions.

In order to further ensure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in the Pledged Collateral, each Pledgor represents and warrants as follows and agrees, at such Pledgor’s own expense, to take the following actions with respect to the following Pledged Collateral:

(a) Attachment.

(i) Value has been given;

(ii) such Pledgor has rights in the Pledged Collateral (other than Pledged Collateral acquired after the date hereof); and

(iii) they have not agreed to postpone the time for attachment of the Lien which shall attach upon the execution of this Agreement and, in the case of Pledged Collateral acquired after the date hereof, when such Pledgor has rights therein.

(b) Instruments and Chattel Paper. As of the date hereof, no amounts payable under or in connection with any of the Pledged Collateral are evidenced by any Instrument or Chattel Paper other than such Instruments and Chattel Paper listed in Schedule 11 to the Perfection Certificate. Each Instrument and each item of Chattel Paper listed in Schedule 11 to the Perfection Certificate has been properly endorsed, assigned and delivered to the Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Chattel Paper, and such amount, together with all amounts payable evidenced by any Instrument or Chattel Paper not previously delivered to the Collateral Agent exceeds$ 500, 000 in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or Chattel Paper shall promptly (but in any event within five (5) Business Days after receipt thereof) endorse, assign and deliver such Instrument or Chattel Paper to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify.

(c) Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts otherthan the accounts listed in Schedule 14 to the Perfection Certificate. The Collateral Agent has a first priority perfected security interest in each such Deposit Account. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Collateral Agent 30days’ prior written notice of its intention to establish such new Deposit Account with a financial institution, (2) such financial institution shall be reasonably acceptable to the Collateral Agent and (3) such financial institution and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account unless the Collateral Agent shall have waived such requirement in writing. The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from each Pledgor with respect to funds from time to time credited to any

S-12

Deposit Account unless an Event of Default has occurred and is continuing. The provisions of this Section 3.4(c) shall not apply to (i) Deposit Accounts specially and exclusively used as trust accounts for the benefit of each Pledgor’s customers if all or any portion of the proceeds on deposit therein are for the benefit of one or more customers of such Pledgor, (ii) Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of each Pledgor’s employees, or (iii) to any Deposit Accounts for which the Collateral Agent is the financial institution. Each Pledgor shall not grant a Lien or any Deposit Account to any person other than the Collateral Agent.

(d) Letter-of-Credit Rights. If any Pledgor is at any time a beneficiary under a Letter of Credit now or hereafter issued, such Pledgor shall promptly notify the Collateral Agent thereof and such Pledgor shall, at the request of the Collateral Agent, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) arrange for the issuer and any confirmer of such Letter of Credit to consent to an assignment to the Collateral Agent of the proceeds of any drawing under the Letter of Credit or (ii) arrange for the Collateral Agent to become the transferee beneficiary of such Letter of Credit, with the Collateral Agent agreeing, in each case, that the proceeds of any drawing under the Letter of Credit are to be applied as provided in the Credit Agreement. The actions in the preceding sentence shall not be required to the extent that the amount of any such Letter of Credit, together with the aggregate amount of all other Letters of Credit for which the actions described above in clause (i) and (ii) have not been taken, does not exceed S500,000 in the aggregate.

(e) Landlord’s Access Agreements/Bailee Letters. Each Pledgor shall use its commercially reasonable efforts to obtain as soon as practicable after the date hereof with respect to each location set forth in Schedule 4.01(m)(vi) to the Credit Agreement, where such Pledgor maintains Pledged Collateral (other than Customer Locations), a Bailee Letter and/or Landlord Access Agreement, as applicable, and use commercially reasonable efforts to obtain a Bailee Letter, Landlord Access Agreement and/or landlord’s lien waiver, as applicable, from all such bailees and landlords, as applicable, who from time to time have possession of any Pledged Collateral if reasonably requested by the Collateral Agent. Notwithstanding the foregoing, a waiver of bailee’s lien shall not be required in any event if the value of the Pledged Collateral held by such bailee is less than $50,000, provided that the aggregate value of the Pledged Collateral held by all bailees who have not delivered a Bailee Letter is less than $250,000 in the aggregate.

(f) Motor Vehicles. Upon the request of the Collateral Agent, each Pledgor shall deliver to the Collateral Agent originals of the certificates of title or ownership for the motor vehicles (and any other Equipment covered by certificates of title or ownership) owned by it, with the Collateral Agent listed as lienholder therein. Such requirement shall not apply if any such motor vehicle (or any such other Equipment) is valued at less than $50,000 (on a replacement value basis), provided that the aggregate replacement value of all motor vehicles (and such Equipment) as to which any Pledgor has not delivered a certificate of title or ownership is less than $500,000.

Section 3.5 Joinder of Additional Pledgors.

Each Pledgor shall cause its Subsidiaries which, from time to time, after the date hereof shall be required to pledge any assets to the Collateral Agent for the benefit of the Secured Parties pursuant to the provisions of the Credit Agreement, (a) to execute and deliver to the

S-13

Collateral Agent (i) a Joinder Agreement substantially in the form of Exhibit 3 hereto and (ii) a Perfection Certificate, in each case, within thirty (30) days of the date on which it was acquired or created or (b) in the case of a Subsidiary organized outside of Canada required to pledge any assets to the Collateral Agent, to execute and deliver to the Collateral Agent such documentation as the Collateral Agent shall reasonably request and, in each case with respect to clauses (a) and (b) above, upon such execution and delivery, such Subsidiary shall constitute a “Pledgor” for all purposes hereunder with the same force and effect as if originally named as a Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Pledgor as a party to this Agreement.

Section 3.6 Supplements; Further Assurances.

Each Pledgor shall take such further actions, and execute and/or deliver to the Collateral Agent such additional financing statements, amendments, assignments, agreements, supplements, powers and instruments, as the Collateral Agent may in its reasonable judgment deem necessary or appropriate in order to create, perfect, preserve and protect the security interest in the Pledged Collateral as provided herein and the rights and interests granted to the Collateral Agent hereunder, to carry into effect the purposes hereof or better to assure and confirm the validity, enforceability and priority of the Collateral Agent’s security interest in the Pledged Collateral or permit the Collateral Agent to exercise and enforce its rights, powers and remedies hereunder with respect to any Pledged Collateral, including the filing of financing statements, continuation statements and other documents (including this Agreement) under the PPSA (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Deposit Account Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including the Canadian Intellectual Property Office) wherever required by law to perfect, continue and maintain the validity, enforceability and priority of the security interest in the Pledged Collateral as provided herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against third parties, with respect to the Pledged Collateral. Without limiting the generality of the foregoing, each Pledgor shall make, execute, endorse, acknowledge, file or refile and/or deliver to the Collateral Agent from time to time upon reasonable request by the Collateral Agent such lists, schedules, descriptions and designations of the Pledged Collateral, copies of warehouse receipts, receipts in the nature of warehouse receipts, bills of lading, documents of title, vouchers, invoices, schedules, confirmatory assignments, supplements, additional security agreements, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments as the Collateral Agent may in its reasonable, judgment deem necessary or appropriate. If an Event of Default has occurred and is continuing, the Collateral Agent may institute and maintain, in its own name or in the name of any Pledgor, such suits and proceedings as the Collateral Agent may be advised by counsel shall be necessary or expedient to prevent any impairment of the security interest in or the perfection thereof in the Pledged Collateral. All of the foregoing shall be at the sole cost and expense of the Pledgors.

S-14

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS

Each Pledgor represents, warrants and covenants as follows:

Section 4.1 Title.

Except for the security interest granted to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and Permitted Liens, such Pledgor owns and has rights and, as to Pledged Collateral acquired by it from time to time after the date hereof, will own and have rights in each item of Pledged Collateral pledged by it hereunder, free and clear of any and all Liens or claims of others. In addition, no Liens or claims exist on the Securities Collateral, other than as permitted by Section 6.02 of the Credit Agreement.

Section 4.2 Validity of Security Interest.

The security interest in and Lien on the Pledged Collateral granted to the Collateral Agent for the benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings and other actions described in Schedule 7 to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made), a perfected security interest in all the Pledged Collateral. The security interest and Lien granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a perfected, continuing security interest therein, prior to all other Liens on the Pledged Collateral except for Permitted Liens.

Section 4.3 Defence of Claims; Transferability of Pledged Collateral.

Subject to Section 5.05 of the Credit Agreement, such Pledgor shall, at its own cost and expense, defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Collateral Agent and the priority thereof against all claims and demands of all persons, at any time claiming any interest therein adverse to the Collateral Agent or any other Secured Party other than Permitted Liens. As of the date hereof, there is no agreement, order, judgment or decree, and such Pledgor shall not enter into any agreement or take any other action, that would restrict the transferability of any of the Pledged Collateral or otherwise materially impair or conflict with such Pledgor’s obligations or the rights of the Collateral Agent hereunder.

Section 4.4 Other Financing Statements.

No Pledgor has filed or authorized any third party to file, any valid or effective financing statement (or similar statement, instrument of registration or public notice under the law of any jurisdiction) covering or purporting to cover any interest of any kind in the Pledged Collateral, except such as have been filed in favor of the Collateral Agent pursuant to this Agreement or in favor of any holder of a Permitted Lien with respect to such Permitted Lien or financing statements or public notices relating to the termination statements listed on Schedule 9 to the

S-15

Perfection Certificate. No Pledgor shall execute, authorize or permit to be filed in any public office any financing statement (or similar statement, instrument of registration or public notice under the law of any jurisdiction) relating to any Pledged Collateral, except financing statements and other statements and instruments filed or to be filed in respect of and covering the security interests granted by such Pledgor to the holder of the Permitted Liens.

Section 4.5 Chief Executive Office; Change of Name; Jurisdiction of Organization.

The Collateral Agent may rely on advice of counsel as to whether any or all PPSA financing statements of each Pledgor need to be amended as a result of any of the changes described in Section 5.13(a) of the Credit Agreement. If any Pledgor fails to provide information to the Collateral Agent about such changes when required by Section 5.13(a) of the Credit Agreement, the Collateral Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such Pledgor’s property constituting Pledged Collateral, for which the Collateral Agent needed to have information relating to such changes. The Collateral Agent shall have no duty to inquire about such changes if such Pledgor does not inform the Collateral Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Collateral Agent to search for information on such changes if such information is not provided by such Pledgor.

Section 4.6 Location of Inventory and Equipment.

It shall not move any Equipment or Inventory to any location, other than any location that is listed in the relevant Schedules to the Perfection Certificate, unless (i) it shall have given the Collateral Agent not less than thirty (30) days’ prior written notice (in the form of an Officers’ Certificate) of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may reasonably request and (ii) to the extent applicable with respect to such new location, such Pledgor shall have complied with Section 3.4(e); provided that in no event shall any Equipment or Inventory be moved to any location outside of Canada unless such Pledgor has complied with Section 5.12 of the Credit Agreement.

Section 4.7 Due Authorization and Issuance.

All of the Pledged Securities existing on the date hereof have been, and to the extent any Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued and fully paid and non-assessable. There is no amount or other obligation owing by any Pledgor to any issuer of the Pledged Securities in exchange for or in connection with the issuance of the Pledged Securities or any Pledgor’s status as a shareholder, unitholder, partner or a member of any issuer of the Pledged Securities.

Section 4.8 Consents, etc.

In the event that the Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person therefor, then, upon the reasonable request of the Collateral Agent, the Pledgor agrees to use its commercially reasonable efforts to assist and aid the Collateral Agent to obtain as soon as

S-16

practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

Section 4.9 Pledged Collateral.

As of the date hereof, all information set forth herein, and all information contained in any documents, schedules and lists heretofore delivered to any Secured Party, including the Perfection Certificate and the schedules thereto, in connection with this Agreement, in each case, relating to the Pledged Collateral, is true, accurate and complete in all material respects. The Pledged Collateral described on the schedules to the Perfection Certificate constitutes all of the material property of such type of Pledged Collateral owned or held by the Pledgors.

Section 4.10 Insurance.

In the event that the proceeds of any insurance claim are paid to any Pledgor after the Collateral Agent has exercised its right to foreclose after an Event of Default, such Net Cash Proceeds shall be held in trust for the benefit of the Collateral Agent and immediately after receipt thereof shall be paid to the Collateral Agent for application in accordance with the Credit Agreement.

Section 4.11 Assets in Quebec.

With the exception of inventory in transit, the aggregate fair market value of all assets and property comprising the Pledged Collateral situated in the Province of Quebec (the “Quebec Collateral”) does not exceed $1,000,000. If at any time the fair market value of the Quebec Collateral exceeds $1,000,000, the Borrower shall (i) promptly provide the Collateral Agent with written notice thereof, and (ii) within thirty (30) days of such notice, execute and/or deliver to the Collateral Agent any and all agreements, instruments and documents as the Collateral Agent shall reasonably require to grant to the Collateral Agent a valid and perfected first priority security interest in the Quebec Collateral.

ARTICLE V

CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL

Section 5.1 Pledge of Additional Securities Collateral.

Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within five (5) Business Days after receipt thereof) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge

S-17

Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Section 5.2 Voting Rights; Distributions; etc.

(a) So long as no Event of Default shall have occurred and be continuing:

(i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that such Pledgor shall not in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect.

(ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five (5) days after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

(b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof.

(c) Upon the occurrence and during the continuance of any Event of Default (in respect of which the Collateral Agent agrees in connection with the exercise of its rights set forth in (i) and (ii) below to provide a concurrent notice to the applicable Pledgor):

(i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights.

(ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions.

S-18

(d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(a)(ii) hereof.

(e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Section 5.3 Defaults, etc.

No Pledgor is in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any agreement to which such Pledgor is a party relating to the Pledged Securities pledged by it, and such Pledgor is not (a) in violation of any other provisions of any such agreement to which such Pledgor is a party, or (b) or otherwise in default or violation thereunder which could, in the case of (a) or (b) not be reasonably expected to have a Material Adverse Effect. No Securities Collateral pledged by such Pledgor is subject to any defence, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Pledgor by any person with respect thereto, which could reasonably be expected to have a Material Adverse Effect, and as of the date hereof, there are no certificates, instruments, documents or other writings (other than the Organizational Documents and certificates representing such Pledged Securities that have been delivered to the Collateral Agent) which evidence any Pledged Securities of such Pledgor.

Section 5.4 Certain Agreements of Pledgor As Issuer and Holder of Equity Interests.

(a) In the case where a Pledgor is an issuer of Securities Collateral, such Pledgor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply with such terms insofar as such terms are applicable to it.

(b) In the case where a Pledgor is a partner, shareholder, unitholder or member, as the case may be, in a partnership, limited liability company or other person, such Pledgor hereby consents to the extent required by the applicable Organizational Document to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Securities in such partnership, limited liability company or other person and, upon the occurrence and during the continuance of an Event of Default, to the transfer of such Pledged Securities to the Collateral Agent or its nominee and to the substitution of the Collateral Agent or its nominee as a substituted partner, shareholder, unitholder or member in such partnership, limited liability company or other person with all the rights, powers and duties of a general partner, limited partner, shareholder, unitholder or member, as the case may be. Notwithstanding anything contained in this Agreement and for greater certainty, the consents to pledge and transfer granted by each Pledgor herein do not, and shall not, under any circumstances extend to, and the Pledged Securities shall not include, any Equity Interests in an unlimited liability company.

S-19

ARTICLE VI

CERTAIN PROVISIONS CONCERNING INTELLECTUAL

PROPERTY COLLATERAL

Section 6.1 Grant of Intellectual Property Licence.

For the purpose of enabling the Collateral Agent, during the occurrence and continuance of an Event of Default, to exercise rights and remedies under Article IX hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Pledgor hereby grants to the Collateral Agent, to the extent assignable, an irrevocable, non-exclusive licence to use, assign, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Pledgor, wherever the same may be located; provided that (i) such licence shall only become effective upon the occurrence of such Event of Default and (ii) all goods or services provided under any Trademarks during the term of such licence shall be substantially similar in quality to such goods and services as were provided or sold prior to the Event of Default. Such licence shall include access to all media in which any of the licensed items may be recorded or stored and to all computer and internet, intranet and extranet programs used for the compilation or printout hereof.

Section 6.2 Protection of Collateral Agent’s Security.

On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Collateral Agent of any adverse determination in any proceeding or the institution of any proceeding in any federal, state, provincial, territorial or local court or administrative body or in the Canadian Intellectual Property Office (other than non-final refusals to register or maintain) regarding any Material Intellectual Property Collateral, such Pledgor’s right to register such Material Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect, (ii) maintain and not permit to lapse or become abandoned any Material Intellectual Property Collateral, and not settle or compromise any material pending or future litigation, dispute resolution or administrative proceeding with respect to any such Material Intellectual Property Collateral, in either case except as shall be consistent with commercially reasonable business judgment, (iii) upon such Pledgor obtaining knowledge thereof, promptly notify the Collateral Agent in writing of any event which could be reasonably expected to have a Material Adverse Effect the value or utility of any Material Intellectual Property Collateral or the rights and remedies of the Collateral Agent in relation thereto including a levy or threat of levy or any legal process against any Material Intellectual Property Collateral, (iv) not license any Intellectual Property Collateral other than licences entered into by such Pledgor in, or incidental to, the ordinary course of business, or amend or permit the amendment of any of the licences in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that would materially impair the value of any Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the consent of the Collateral Agent, (v) diligently keep adequate records respecting all Intellectual Property Collateral and (vi) furnish to the Collateral Agent from time to time upon the Collateral Agent’s reasonable request therefor reasonably detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports

S-20

pertaining to any Intellectual Property Collateral as the Collateral Agent may from time to time reasonably request.

Section 6.3 After-Acquired Property.

If any Pledgor shall at any time after the date hereof (i) obtain any rights to any additional Intellectual Property Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in the preceding clause (i) or (ii) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Agent written notice of any of the foregoing and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution of an instrument in form reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the Collateral Agent’s security interest in such Intellectual Property Collateral. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a) and 12(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.

Section 6.4 Litigation.

Unless there shall occur and be continuing any Event of Default, each Pledgor shall have the right to commence and prosecute in its own name, as the party in interest, for its own benefit and at the sole cost and expense of the Pledgors, such applications for protection of the Intellectual Property Collateral and suits, proceedings or other actions to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value or other damage as are necessary to protect the Intellectual Property Collateral. Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent shall have the right but shall in no way be obligated to file applications for protection of the Intellectual Property Collateral and/or bring suit in the name of any Pledgor, the Collateral Agent or the Secured Parties to enforce the Intellectual Property Collateral and any licence thereunder. In the event of such suit, each Pledgor shall, at the reasonable request of the Collateral Agent, do any and all lawful acts and execute any and all documents requested by the Collateral Agent in aid of such enforcement and the Pledgors shall promptly reimburse and indemnify the Collateral Agent for all costs and expenses incurred by the Collateral Agent in the exercise of its rights under this Section 6.4 in accordance with Section 10.03 of the Credit Agreement. In the event that the Collateral Agent shall elect not to bring suit to enforce the Intellectual Property Collateral, each Pledgor agrees, at the reasonable request of the Collateral Agent, to take all commercially reasonable actions necessary, whether by suit, proceeding or other action, to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value of or other damage to any of the Intellectual Property Collateral by any person.

S-21

ARTICLE VII

CERTAIN PROVISIONS CONCERNING RECEIVABLES

Section 7.1 Maintenance of Records.

Each Pledgor shall keep and maintain at its own cost and expense complete records, in all material respects, of each Receivable, in a manner consistent with prudent business practice, including records of all payments received, all credits granted thereon, all merchandise returned and all other documentation relating thereto. Each Pledgor shall, at the Pledgor’s sole cost and expense, upon the Collateral Agent’s demand made at any time after the occurrence and during the continuance of any Event of Default, deliver all tangible evidence of Receivables, including all documents evidencing Receivables and any books and records relating thereto to the Collateral Agent or to its representatives (copies of which evidence and books and records may be retained by such Pledgor). Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent may transfer a full and complete copy of any Pledgor’s books, records, credit information, reports, memoranda and all other writings relating to the Receivables to and for the use by any person that has acquired or is contemplating acquisition of an interest in the Receivables or the Collateral Agent’s security interest therein without the consent of any Pledgor.

Section 7.2 Legend.

Each Pledgor shall legend, at the request of the Collateral Agent and in form and manner reasonably satisfactory to the Collateral Agent, the Receivables (if evidenced in writing) or the books, records and documents of such Pledgor evidencing or pertaining to the Receivables with an appropriate reference to the fact that the Receivables have been assigned to the Collateral Agent for the benefit of the Secured Parties and that the Collateral Agent has a security interest therein.

Section 7.3 Modification of Terms, etc.

No Pledgor shall rescind or cancel any obligations evidenced by any Receivable or modify any term thereof or make any adjustment with respect thereto except in the ordinary course of business or extend or renew any such obligations except in the ordinary course of business or compromise or settle any dispute, claim, suit or legal proceeding relating thereto or sell any Receivable or interest therein except in the ordinary course of business without the prior written consent of the Collateral Agent, which shall not be unreasonably withheld. Each Pledgor shall timely fulfill all obligations on its part to be fulfilled under or in connection with the Receivables.

Section 7.4 Collection.

Each Pledgor shall cause to be collected from the Account Debtor of each of the Receivables, as and when due in the ordinary course of business (including Receivables that are delinquent, such Receivables to be collected in accordance with generally accepted commercial collection procedures), any and all amounts owing under or on account of such Receivable, and apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding

S-22

balance of such Receivable, except that any Pledgor may, with respect to a Receivable, allow in the ordinary course of business (i) a refund or credit due as a result of returned or damaged or defective merchandise and (ii) such extensions of time to pay amounts due in respect of Receivables and such other modifications of payment terms or settlements in respect of Receivables as shall be commercially reasonable in the circumstances, all in accordance with such Pledgor’s ordinary course of business consistent with its collection practices as in effect from time to time. The costs and expenses (including legal fees and disbursements) of collection, in any case, whether incurred by any Pledgor, the Collateral Agent or any Secured Party, shall be paid by the Pledgors.

ARTICLE VIII

TRANSFERS

Section 8.1 Transfers of Pledged Collateral.

No Pledgor shall sell, convey, assign or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral pledged by it hereunder except for the sale of Inventory in the ordinary course of business or as expressly permitted by the Credit Agreement.

ARTICLE IX

REMEDIES

Section 9.1 Remedies.

Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent may from time to time exercise in respect of the Pledged Collateral, in addition to the other rights and remedies provided for herein or otherwise available to it, the following remedies:

(i) Personally, or by agents or attorneys, immediately (but subject to delivery of any required notices) take possession of the Pledged Collateral or any part thereof, from any Pledgor or any other person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon any Pledgor’s premises where any of the Pledged Collateral is located, remove such Pledged Collateral, remain present at such premises to receive copies of all communications and remittances relating to the Pledged Collateral and use in connection with such removal and possession any and all services, supplies, aids and other facilities of any Pledgor;

(ii) Demand, sue for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral including instructing the obligor or obligors on any agreement, instrument or other obligation constituting part of the Pledged Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent, and in connection with any of the foregoing, compromise, settle, extend the time for payment and make other modifications with respect

S-23

thereto; provided, however, that in the event that any such payments are made directly to any Pledgor, prior to receipt by any such obligor of such instruction, such Pledgor shall segregate all amounts received pursuant thereto in trust for the benefit of the Collateral Agent and shall promptly (but in no event later than two (2) Business Day after receipt thereof) pay such amounts to the Collateral Agent;

(iii) Sell, assign, grant a licence to use or otherwise liquidate, or direct any Pledgor to sell, assign, grant a licence or sublicence to use or otherwise liquidate, any and all investments made in whole or in part with the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale, assignment, licence, sublicence or liquidation;

(iv) Take possession of the Pledged Collateral or any part thereof, by directing any Pledgor in writing to deliver the same to the Collateral Agent at any reasonable place or places so designated by the Collateral Agent, in which event such Pledgor shall at its own expense: (A) forthwith cause the same to be moved to any reasonable place or places designated by the Collateral Agent and therewith delivered to the Collateral Agent, (B) store and keep any Pledged Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent and (C) while the Pledged Collateral shall be so stored and kept, provide such security and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition. Each Pledgor’s obligation to deliver the Pledged Collateral as contemplated in this Section 9.1(iv) is of the essence hereof. Upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by any Pledgor of such obligation;

(v) Withdraw all moneys, instruments, securities and other property in any bank, financial securities, deposit or other account of any Pledgor constituting Pledged Collateral for application to the Secured Obligations as provided in Article X hereof;

(vi) Retain and apply the Distributions to the Secured Obligations as provided in Article X hereof;

(vii) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; and

(viii) Exercise all the rights and remedies of a secured party on default under the PPSA, and the Collateral Agent may also in its sole discretion, without notice except as specified in Section 9.3 hereof, sell, assign or grant a licence or sublicence to use the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable. The Collateral Agent or any other Secured Party or any of their respective Affiliates may be the purchaser, licencee, sublicencee, assignee or recipient of the Pledged Collateral or any part thereof at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold, assigned, licensed or sublicensed at such sale, to use and apply any of the Secured Obligations owed to such person as a credit on account of the purchase price of the Pledged Collateral or any part thereof payable by such person at such sale. Each purchaser,

S-24

assignee, licencee, sublicencee or recipient at any such sale shall acquire the property sold, assigned, licensed or sublicensed absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall not be obligated to make any sale of the Pledged Collateral or any part thereof regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Pledgor hereby waives, to the fullest extent permitted by law, any claims or other rights of action against the Collateral Agent arising by reason of the fact that the price at which the Pledged Collateral or any part thereof may have been sold, assigned, licensed or sublicensed at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree.

Section 9.2 Appointment of a Receiver.

The Collateral Agent may appoint or reappoint by instrument in writing, any person or persons, whether an officer or officers or any employee or employees of the Collateral Agent or not, to be a receiver or receivers (hereinafter called a “Receiver”, which term when used herein shall include a receiver and/or manager and any permutation thereof) of any Pledged Collateral of any Pledgor (including any interest, income or profits therefrom) and may remove any Receiver so appointed and appoint another in his/her stead. Any such Receiver shall, so far as concerns responsibility for his/her acts, be deemed the agent of any Pledgor and not the Collateral Agent, and Collateral Agent shall not be in any way responsible for any misconduct, negligence or non-feasance on the part of any such Receiver, his/her servants, agents or employees. Subject to the provisions of the instrument appointing him/her, any such Receiver shall have power to take possession of the Pledged Collateral, to preserve the Pledged Collateral or its value, to carry on or concur in carrying on all or any part of the business of any Pledgor and to sell, lease, licence, sublicence or otherwise dispose of or concur in selling, leasing, licensing, sublicensing or otherwise disposing of the Pledged Collateral. To facilitate the foregoing powers, any such Receiver may, to the exclusion of all others, including such Pledgor, enter upon, use and occupy all premises owned or occupied by such Pledgor wherein the Pledged Collateral may be situate, maintain Pledged Collateral upon such premises, borrow money on a secured or unsecured basis and use the Pledged Collateral directly in carrying on such Pledgor’s business or as security for loans or advances to enable the Receiver to carry on such Pledgor’s business or otherwise, as such Receiver shall, in its discretion, determine. Except as may be otherwise directed by any Pledgor, all money received from time to time by such Receiver in carrying out his/her appointment shall be received in trust for and paid over to the Collateral Agent. Every such Receiver may, in the discretion of the Collateral Agent, be vested with all or any of the rights and powers of the Collateral Agent. The Collateral Agent, may, either directly or through its agents or nominees, exercise any or all powers and rights given to a Receiver by virtue of the foregoing provisions of this Section 9.2.

Section 9.3 Notice of Sale.

Each Pledgor acknowledges and agrees that, to the extent notice of sale or other disposition of the Pledged Collateral or any part thereof shall be required by law, fifteen (15)

S-25

days’ prior notice to such Pledgor of the time and place of any public sale or of the time after which any private sale or other intended disposition is to take place shall be commercially reasonable notification of such matters. To the fullest extent permitted by applicable law, no notification need be given to any Pledgor if it has signed, after the occurrence and continuance of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition.

Section 9.4 Waiver of Notice and Claims.

Each Pledgor hereby waives, to the fullest extent permitted by applicable law, notice or judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of the Pledged Collateral or any part thereof, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which such Pledgor would otherwise have under law, and each Pledgor hereby further waives, to the fullest extent permitted by applicable law: (i) all damages occasioned by such taking of possession except for the damages due to the gross negligence or willful misconduct of Collateral Agent, (ii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder and (iii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable law. The Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this Article IX in the absence of gross negligence or willful misconduct on the part of the Collateral Agent. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity against such Pledgor and against any and all persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under such Pledgor.

Section 9.5 Certain Sales of Pledged Collateral.

(a) Each Pledgor recognizes that, by reason of certain prohibitions contained in law, rules, regulations or orders of any Governmental Authority, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who meet the requirements of such Governmental Authority. Each Pledgor acknowledges that any such sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such restricted sale shall be deemed to have been made in a commercially reasonable manner and that, except as may be required by applicable law, the Collateral Agent shall have no obligation to engage in public sales.

(b) Each Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act (Ontario), and applicable state and provincial securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Securities Collateral, to limit purchasers to persons who will agree, among other things, to acquire such Securities Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the

S-26

Securities Act (Ontario) or similar legislation in other jurisdictions), and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act (Ontario) or under applicable state and provincial securities laws, even if such issuer would agree to do so.

(c) Notwithstanding the foregoing, each Pledgor shall, upon the occurrence and during the continuance of any Event of Default, at the reasonable request of the Collateral Agent, for the benefit of the Collateral Agent, use its commercially reasonable efforts to cause any registration, qualification under or compliance with any Federal, state or provincial securities law or laws to be effected with respect to all or any part of the Securities Collateral as soon as practicable and at the sole cost and expense of the Pledgors. Each Pledgor will use its commercially reasonable efforts to cause such registration to be effected (and be kept effective) and will use its commercially reasonable efforts to cause such qualification and compliance to be effected (and be kept effective) as may be so requested and as would permit or facilitate the sale and distribution of such Securities Collateral including registration under the Securities Act (Ontario) (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state or provincial securities laws and appropriate compliance with all other requirements of any Governmental Authority. Each Pledgor shall use its commercially reasonable efforts to cause the Collateral Agent to be kept advised in writing as to the progress of each such registration, qualification or compliance and as to the completion thereof, shall furnish to the Collateral Agent such number of prospectuses, offering circulars or other documents incident thereto as the Collateral Agent from time to time may request, and shall indemnify and shall cause the issuer of the Securities Collateral to indemnify the Collateral Agent and all others participating in the distribution of such Securities Collateral against all claims, losses, damages and liabilities caused by any untrue statement (or alleged untrue statement) of a material fact contained therein (or in any related registration statement, notification or the like) or by any omission (or alleged omission) to state therein (or in any related registration statement, notification or the like) a material fact required to be stated therein or necessary to make the statements therein not misleading.

(d) If the Collateral Agent determines to exercise its right to sell any or all of the Securities Collateral, upon written request, the applicable Pledgor shall from time to time furnish to the Collateral Agent all such information as the Collateral Agent may reasonably request in order to determine the number of securities included in the Securities Collateral which may be sold by the Collateral Agent as exempt transactions under the Securities Act (Ontario) and the rules of the Ontario Securities Commission thereunder or similar legislation in other jurisdictions, as the same are from time to time in effect,

(e) Each Pledgor further agrees that a breach of any of the covenants contained in this Section 9.5 will cause irreparable injury to the Collateral Agent and the other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9.5 shall be specifically enforceable against such Pledgor, and such Pledgor hereby waives and agrees not to assert any defences against an action for specific performance of such covenants except for a defence that no Event of Default has occurred and is continuing.

S-27

Section 9.6 No Waiver; Cumulative Remedies.

(a) No failure on the part of the Collateral Agent to exercise, no course of dealing with respect to, and no delay on the part of the Collateral Agent in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power, privilege or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy; nor shall the Collateral Agent be required to look first to, enforce or exhaust any other security, collateral or guaranties. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law or otherwise available.

(b) In the event that the Collateral Agent shall have instituted any proceeding to enforce any right, power, privilege or remedy under this Agreement or any other Loan Document by foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Collateral Agent, then and in every such case, the Pledgors, the Collateral Agent and each other Secured Party shall be restored to their respective former positions and rights hereunder with respect to the Pledged Collateral, and all rights, remedies, privileges and powers of the Collateral Agent and the other Secured Parties shall continue as if no such proceeding had been instituted.

Section 9.7 Certain Additional Actions Regarding Intellectual Property.

If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of the registered Patents, Trademarks and/or Copyrights and Goodwill and such other documents as are reasonably necessary or appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice thereafter from the Collateral Agent, each Pledgor shall use its best commercial efforts to make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf.

ARTICLE X

PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS;

APPLICATION OF PROCEEDS

Section 10.1 Application of Proceeds.

The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, in accordance with the Credit Agreement.

S-28

ARTICLE XI

MISCELLANEOUS

Section 11.1 Concerning Collateral Agent.

(a) The Collateral Agent has been appointed as Canadian Collateral Agent pursuant to the Credit Agreement. The actions of the Collateral Agent hereunder are subject to the provisions of the Credit Agreement. The Collateral Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including the release or substitution of the Pledged Collateral), in accordance with this Agreement and the Credit Agreement. The Collateral Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith, except to the extent the liability of such person is found in a non-appealable judgment by a court of competent jurisdiction to have resulted from such person’s gross negligence or willful misconduct. The Collateral Agent may resign and a successor Collateral Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Collateral Agent by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement, and the retiring Collateral Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Collateral Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent.

(b) The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equivalent to that which the Collateral Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Collateral Agent nor any of the Secured Parties shall have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any person with respect to any Pledged Collateral.

(c) The Collateral Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message or e-mail, in each case provided by or from a Pledgor, reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it.

(d) If any item of Pledged Collateral also constitutes collateral granted to the Collateral Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such

S-29

collateral, the Collateral Agent, in its sole discretion, shall select which provision or provisions shall control.

Section 11.2 Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact.

If any Pledgor shall fail to perform any covenants contained in this Agreement (including such Pledgor’s covenants to (i) pay the premiums in respect of all required insurance policies hereunder, (ii) pay and discharge any taxes, assessments and special assessments, levies, fees, fines and governmental charges imposed upon or assessed against, and landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law against, all or any portion of the Pledged Collateral, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any obligations of such Pledgor under any Pledged Collateral) or if any representation or warranty on the part of any Pledgor contained herein shall be breached, the Collateral Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Collateral Agent shall in no event be bound to inquire into the validity of any tax, Lien, imposition or other obligation which such Pledgor fails to pay or perform as and when required hereby and which such Pledgor does not contest in accordance with the provisions of the Credit Agreement. Any and all amounts so expended by the Collateral Agent shall be paid by the Pledgors in accordance with the provisions of Section 10.03 of the Credit Agreement. Neither the provisions of this Section 11.2 nor any action taken by the Collateral Agent pursuant to the provisions of this Section 11.2 shall prevent any failure to observe any covenant contained in this Agreement nor any breach of representation or warranty from constituting an Event of Default. Each Pledgor hereby appoints the Collateral Agent its attorney-in-fact, with full power and authority in the place and stead of such Pledgor and in the name of such Pledgor, or otherwise, in the Collateral Agent’s discretion at any time after the occurrence and during the continuance of an Event of Default to take any action and to execute any instrument consistent with the terms of the Credit Agreement, this Agreement and the other Security Documents which the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (but the Collateral Agent shall not be obligated to and shall have no liability to such Pledgor or any third party for failure to so do or take action). The foregoing grant of authority is a power of attorney coupled with an interest and made for consideration and such appointment shall be irrevocable for the term hereof. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Section 11.3 Continuing Security Interest; Assignment.

This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) be binding upon the Pledgors, their respective successors and assigns and (ii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and the other Secured Parties and each of their respective successors, transferees and assigns. No other persons (including any other creditor of any Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Secured Party may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other person, and such other person shall thereupon become vested with all the benefits in respect thereof granted to such Secured

S-30

Party, herein or otherwise, subject however, to the provisions of the Credit Agreement and, in the case of a Secured Party that is a party to a Hedging Agreement, such Hedging Agreement.

Section 11.4 Termination; Release.

(a) Notwithstanding anything to the contrary herein, when all the Secured Obligations have been paid in full and the Commitments of the Canadian Lenders to make any Canadian Loan under the Credit Agreement shall have expired or been sooner terminated, this Agreement shall terminate. Upon termination of this Agreement the Pledged Collateral shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including PPSA termination financing statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.

(b) Notwithstanding the foregoing, if (i) the Secured Obligations (other than the Secured Obligations of the type described in clause (b) of the definition of Secured Obligations (the “Remaining Secured Obligations”), which remain outstanding), have been paid in full and the Commitments of the Canadian Lenders to make any Canadian Loan under the Credit Agreement shall have expired or been sooner terminated, and (ii) all or a portion of the repayment of the Secured Obligations is financed by the proceeds of Indebtedness of one or more Loan Parties or any affiliate of a Loan Party (“Refinancing Indebtedness”) which Refinancing Indebtedness is secured by property of such persons, this Agreement shall terminate as if the Remaining Secured Obligations have been paid in full and the provisions of paragraph (a) of this Section 11.4 shall apply concurrently with the incurrence of the Refinancing Indebtedness and the securing of the Refinancing Indebtedness and the Remaining Secured Obligations on an equal and ratable basis. For the avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not terminate but shall remain in full force and effect.

Section 11.5 Modification in Writing.

No amendment, modification, supplement, termination or waiver of or to any provision hereof, nor consent to any departure by any Pledgor therefrom, shall be effective unless the same shall be made in accordance with the terms of the Credit Agreement and unless in writing and signed by the Collateral Agent. Any amendment, modification or supplement of or to any provision hereof, any waiver of any provision hereof and any consent to any departure by any Pledgor from the terms of any provision hereof in each case shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement or any other document evidencing the Secured Obligations, no notice to or demand on any Pledgor in any case shall entitle any Pledgor to any other or further notice or demand in similar or other circumstances.

S-31

Section 11.6 Notices.

Unless otherwise provided herein or in the Credit Agreement, any notice or other communication herein required or permitted to be given shall be given in the manner and become effective as set forth in the Credit Agreement, as to any Pledgor, addressed to it at the address of the Borrower set forth in the Credit Agreement and as to the Collateral Agent, addressed to it at the address set forth in the Credit Agreement, or in each case at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section 11.6.

Section 11.7 Governing Law, Submission to Jurisdiction, Waiver of Venue, Service of Process and Waiver of Jury Trial.

(a) Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the Province of Ontario and federal laws of Canada applicable therein, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

(b) Submission to Jurisdiction. Each Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the Province of Ontario sitting in Toronto, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and such Pledgor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Ontario court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agents, the Administrative Agents or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(c) Waiver of Venue. Each Pledgor hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Requirements of Law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 11.7(b). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Requirements of Law, the defence of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Service of Process. Each party hereto irrevocably consents to service of process in any action or proceeding arising out of or relating to any Loan Document, in the manner provided for notices (other than telecopier) in the Credit Agreement. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by applicable Requirements of Law.

(e) Waiver of Jury Trial. Each Pledgor hereby waives, to the fullest extent permitted by applicable Requirements of Law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement, any other Loan

S-32

Document or the transactions contemplated hereby (whether based on contract, tort or any other theory). Each party hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 11.7.

Section 11.8 Severability of Provisions.

Any provision hereof which is invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without invalidating the remaining provisions hereof or affecting the validity, legality or enforceability of such provision in any other jurisdiction.

Section 11.9 Execution in Counterparts.

This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement.

Section 11.10 Business Days.

In the event any time period or any date provided in this Agreement ends or falls on a day other than a Business Day, then such time period shall be deemed to end and such date shall be deemed to fall on the next succeeding Business Day, and performance herein may be made on such Business Day, with the same force and effect as if made on such other day.

Section 11.11 No Credit for Payment of Taxes or Imposition.

No Pledgor shall be entitled to any credit against the principal, premium, if any, or interest payable under the Credit Agreement, and such Pledgor shall not be entitled to any credit against any other sums which may become payable under the terms thereof or hereof, by reason of the payment of any Tax on the Pledged Collateral or any part thereof.

Section 11.12 No Claims Against Collateral Agent.

Nothing contained in this Agreement shall constitute any consent or request by the Collateral Agent, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Pledged Collateral or any part thereof, nor as giving any Pledgor any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against the Collateral Agent in respect thereof or any claim that any Lien based on the performance of such labor or services or the furnishing of any such materials or other property is prior to the Lien hereof.

S-33

Section 11.13 No Release.

Nothing set forth in this Agreement or any other Loan Document, nor the exercise by the Collateral Agent of any of the rights or remedies hereunder, shall relieve any Pledgor from the performance of any term, covenant, condition or agreement on such Pledgor’s part to be performed or observed under or in respect of any of the Pledged Collateral or from any liability to any person under or in respect of any of the Pledged Collateral or shall impose any obligation on the Collateral Agent or any other Secured Party to perform or observe any such term, covenant, condition or agreement on such Pledgor’s part to be so performed or observed or shall impose any liability on the Collateral Agent or any other Secured Party for any act or omission on the part of such Pledgor relating thereto or for any breach of any representation or warranty on the part of such Pledgor contained in this Agreement, the Credit Agreement or the other Loan Documents, or under or in respect of the Pledged Collateral or made in connection herewith or therewith. Anything herein to the contrary notwithstanding, neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any contracts, agreements and other documents included in the Pledged Collateral by reason of this Agreement, nor shall the Collateral Agent or any other Secured Party be obligated to perform any of the obligations or duties of any Pledgor thereunder or to take any action to collect or enforce any such contract, agreement or other document included in the Pledged Collateral hereunder. The obligations of each Pledgor contained in this Section 11.13 shall survive the termination hereof and the discharge of such Pledgor’s other obligations under this Agreement, the Credit Agreement and the other Loan Documents.

Section 11.14 Obligations Absolute.

All obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of:

(i) any bankruptcy, insolvency, winding-up, reorganization, merger, amalgamation, continuation, arrangement, readjustment, composition, liquidation or the like of any other Pledgor;

(ii) any lack of validity or enforceability of the Credit Agreement [, any Hedging Agreement] or any other Loan Document, or any other agreement or instrument relating thereto;

(iii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any Hedging Agreement or any other Loan Document or any other agreement or instrument relating thereto;

(iv) any pledge, exchange, release or non-perfection of any other collateral, or any release or amendment or waiver of or consent to any departure from any guarantee, for all or any of the Secured Obligations;

(v) any exercise, non-exercise or waiver of any right, remedy, power or privilege under or in respect hereof, the Credit Agreement [, any Hedging Agreement] or any other Loan Document except as specifically set forth in a waiver granted pursuant to the provisions of Section 11.5 hereof; or

S-34

(vi) any other circumstances which might otherwise constitute a defence available to, or a discharge of, any Pledgor.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

S-35

IN WITNESS WHEREOF, each Pledgor and the Collateral Agent have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first above written.

SOUTHERN GRAPHIC SYSTEMS-CANADA, CO./SYSTEMES GRAPHIQUES SOUTHERN-CANADA, CO., as Pledgor
By:
	Name:
	Title:

PROJECT DOVE MANITOBA LP, by its General Partner, PROJECT DOVE HOLDCO, INC., as Pledgor
By:
	Name:
	Title:

S-1

Canadian Security Agreement

Exhibit 1

[Form of]

ISSUER’S ACKNOWLEDGMENT

The undersigned hereby (i) acknowledges receipt of the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December     , 2005 made by SOUTHERN GRAPHIC SYSTEMS-CANADA, CO./SYSTEMES GRAPHIQUES SOUTHERN-CANADA, CO., PROJECT DOVE MANITOBA LP and UBS AG, STAMFORD BRANCH, as Canadian Collateral Agent (in such capacity and together with any successors in such capacity, the “Collateral Agent”), (ii) agrees promptly to note on its books the security interests granted to the Collateral Agent and confirmed under the Security Agreement, (iii) agrees that it will comply with instructions of the Collateral Agent with respect to the applicable Securities Collateral without further consent by the applicable Pledgor, (iv) agrees to notify the Collateral Agent upon obtaining knowledge of any interest in favor of any person in the applicable Securities Collateral that is materially adverse to the interest of the Collateral Agent therein and (v) waives any right or requirement at any time hereafter to receive a copy of the Security Agreement in connection with the registration of any Securities Collateral thereunder in the name of the Collateral Agent or its nominee or the exercise of voting rights by the Collateral Agent or its nominee.

[                                                         ]
By:
	Name:
	Title:

Exhibit 2

[Form of]

SECURITIES PLEDGE AMENDMENT

This Securities Pledge Amendment, dated as of [ ], is delivered pursuant to Section 5.1 of the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December 30, 2005 made by SOUTHERN GRAPHIC SYSTEMS-CANADA, CO./SYSTEMES GRAPHIQUES SOUTHERN-CANADA, CO., PROJECT DOVE MANITOBA LP and UBS AG, STAMFORD BRANCH, as Canadian Collateral Agent (in such capacity and together with any successors in such capacity, the “Collateral Agent”). The undersigned hereby agrees that this Securities Pledge Amendment may be attached to the Security Agreement and that the Pledged Securities and/or Intercompany Notes listed on this Securities Pledge Amendment shall be deemed to be and shall become part of the Pledged Collateral and shall secure all Secured Obligations.

PLEDGED SECURITIES

ISSUER CLASS OF STOCK OR INTERESTS PAR VALUE CERTIFICATE
NO(S). NUMBER OF
SHARES OR
INTERESTS PERCENTAGE OF ALL ISSUED
CAPITAL OR
OTHER EQUITY
INTERESTS OF
ISSUER

INTERCOMPANY NOTES

ISSUER PRINCIPAL AMOUNT DATE OF ISSUANCE INTEREST RATE MATURITY DATE

[                                                     ], as Pledgor
By:
	Name:
	Title:

AGREED TO AND ACCEPTED:
UBS AG, STAMFORD BRANCH, as Canadian Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

S-2

Exhibit 3

[Form of]

JOINDER AGREEMENT

[Name of New Pledgor]

[Address of New Pledgor]

[Date]

Ladies and Gentlemen:

Reference is made to the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December 30, 2005 made by SOUTHERN GRAPHIC SYSTEMS-CANADA, CO./SYSTEMES GRAPHIQUES SOUTHERN-CANADA, CO., PROJECT DOVE MANITOBA LP and UBS AG, STAMFORD BRANCH, as Canadian Collateral Agent (in such capacity and together with any successors in such capacity, the “Collateral Agent”).

This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned, [                            ] (the “New Pledgor”), pursuant to Section 3.5 of the Security Agreement. The New Pledgor hereby agrees to be bound as a Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in Articles V, VI and VII of the Credit Agreement to the same extent that it would have been bound if it had been a signatory to the Credit Agreement on the execution date of the Credit Agreement. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Pledgor thereunder. The New Pledgor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement and Article III of the Credit Agreement.

Annexed hereto are supplements to each of the schedules to the Security Agreement and the Credit Agreement, as applicable, with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement or the Credit Agreement, as applicable.

This Joinder Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement.

THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND FEDERAL LAWS OF CANADA APPLICABLE THEREIN.

S-2

IN WITNESS WHEREOF, the New Pledgor has caused this Joinder Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

[NEW PLEDGOR]
By:
	Name:
	Title:

AGREED TO AND ACCEPTED:
UBS AG, STAMFORD BRANCH, as Canadian Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

[Schedules to be attached]

S-3

Exhibit 4

[Form of]

CONTROL AGREEMENT CONCERNING DEPOSIT ACCOUNTS

This CONTROL AGREEMENT CONCERNING DEPOSIT ACCOUNTS (this “Control Agreement”), dated as of [                    ], by and among [                    ] (the “Pledgor”), UBS AG, STAMFORD BRANCH, as Canadian Collateral Agent (the “Collateral Agent”) and [                    ] (the “Bank”), is delivered pursuant to Section 3.4(c) of that certain security agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), dated as of December     , 2005, made by the Pledgors thereto in favor of the Collateral Agent, as pledgee, assignee and secured party. This Control Agreement is for the purpose of perfecting the security interests of the Secured Parties granted by the Pledgor in the Designated Accounts described below. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Security Agreement.

Section 1. Confirmation of Establishment and Maintenance of Designated Accounts.

The Bank hereby confirms and agrees that (i) the Bank has established for the Pledgor and maintains the deposit account(s) listed in Schedule 1 annexed hereto (such account(s), together with each such other deposit account maintained by the Pledgor with the Bank collectively, the “Designated Accounts” and each a “Designated Account”), (ii) each Designated Account will be maintained in the manner set forth herein until termination of this Control Agreement, and (iii) this Control Agreement is the valid and legally binding obligation of the Bank.

Section 2. Control.

Upon the Collateral Agent’s delivery of a Notice of Sole Control pursuant to Section 8(i) hereof to the Bank, the Bank shall comply with instructions originated by the Collateral Agent without further consent of the Pledgor or any person acting or purporting to act for the Pledgor being required, including, without limitation, directing disposition of the funds in each Designated Account. The Bank shall also comply with instructions directing the disposition of funds in each Designated Account originated by the Pledgor or its authorized representatives until such time as the Collateral Agent delivers a Notice of Sole Control pursuant to Section 8(i) hereof to the Bank. After the Collateral Agent delivers a Notice of Sole Control, the Bank shall comply with, and is fully entitled to rely upon, any instruction from the Collateral Agent, even if such instruction is contrary to any instruction that the Pledgor may give or may have given to the Bank.

Section 3. Subordination of Lien; Waiver of Set-Off.

The Bank hereby agrees that any security interest in, lien on, encumbrance, claim or (except as provided in the next sentence) right of setoff against, any Designated Account or any funds therein it now has or subsequently obtains shall be subordinate to the security interest of the Collateral Agent in the Designated Accounts and the funds therein or credited thereto. The

.Bank agrees not to exercise any present or future right of recoupment or set-off against any of the Designated Accounts or to assert against any of the Designated Accounts any present or future security interest, banker’s lien or any other lien or claim (including claim for penalties) that the Bank may at any time have against or in any of the Designated Accounts or any funds therein; provided, however, that the Bank may set off (i) all amounts due to the Bank in respect of its customary fees and expenses for the routine maintenance and operation of the Designated Accounts, including overdraft fees, and (ii) the face amount of any checks or other items which have been credited to any Designated Account but are subsequently returned unpaid because of uncollected or insufficient funds).

Section 4. Choice of Law.

Both this Control Agreement and the Designated Accounts shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Section 5. Conflict with Other Agreements; Amendments.

As of the date hereof, there are no other agreements entered into between the Bank and the Pledgor with respect to any Designated Account or any funds credited thereto (other than standard and customary documentation with respect to the establishment and maintenance of such Designated Accounts). The Bank and the Pledgor will not enter into any other agreement with respect to any Designated Account unless the Collateral Agent shall have received prior written notice thereof. The Bank and the Pledgor have not and will not enter into any other agreement with respect to control of the Designated Accounts or purporting to limit or condition the obligation of the Bank to comply with any orders or instructions with respect to any Designated Account as set forth in Section 2 hereof without the prior written consent of the Collateral Agent acting in its sole discretion. In the event of any conflict with respect to control over any Designated Account between this Control Agreement (or any portion hereof) and any other agreement now existing or hereafter entered into, the terms of this Control Agreement shall prevail. No amendment or modification of this Control Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all the parties hereto.

Section 6. Certain Agreements.

As of the date hereof, the Bank has furnished to the Collateral Agent the most recent account statement issued by the Bank with respect to each of the Designated Accounts and the cash balances held therein. Each such statement accurately reflects the assets held in such Designated Account as of the date thereof.

Section 7. Notice of Adverse Claims.

Except for the claims and interest of the Secured Parties and of the Pledgor in the Designated Accounts, the Bank on the date hereof does not know of any claim to, security interest in, lien on, or encumbrance against, any Designated Account or in any funds credited thereto and does not know of any claim that any person or entity other than the Collateral Agent has been given control of any Designated Account or any such funds. If the Bank becomes aware that any person or entity is asserting any lien, encumbrance, security interest or materially

S-2

adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process or any claim of control) against any funds in any Designated Account, the Bank shall promptly notify the Collateral Agent and the Pledgor thereof.

Section 8. Maintenance of Designated Accounts.

In addition to the obligations of the Bank in Section 2 hereof, the Bank agrees to maintain the Designated Accounts as follows:

(i) Notice of Sole Control. If at any time the Collateral Agent delivers to the Bank a notice in the form of Exhibit A hereto instructing the Bank to terminate Pledgor’s access to any Designated Account (the “Notice of Sole Control”), the Bank agrees that, after receipt of such notice, it will take all instruction with respect to such Designated Account solely from the Collateral Agent, terminate all instructions and orders originated by the Pledgor with respect to the Designated Accounts or any funds therein, and cease taking instructions from the Pledgor, including, without limitation, instructions for distribution or transfer of any funds in any Designated Account.

(ii) Statements and Confirmations. The Bank will send copies of all statements and other correspondence (excluding routine confirmations) concerning any Designated Account simultaneously to the Pledgor and the Collateral Agent at the address set forth in Section 10 hereof. The Bank will promptly provide to the Collateral Agent, upon request therefor from time to time, a statement of the cash balance in each Designated Account. The Bank shall not change the name or account number of any Designated Account without the prior written consent of the Collateral Agent.

Section 9. Successors; Assignment.

The terms of this Control Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors and permitted assignees.

Section 10. Notices.

Any notice, request or other communication required or permitted to be given under this Control Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or two (2) days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.

Pledgor:

[                                             ]

[Address]

Attention:

Telecopy:

Telephone:

S-3

with copy to:

[                                                 ]

[Address]

Attention:

Telecopy:

Telephone:

Bank:

[                                                 ]

[Address]

Attention:

Telecopy:

Telephone:

Collateral Agent:

UBS AG, Stamford Branch

677 Washington Boulevard

Stamford, Connecticut 06901

Attention:

Telecopy:

Telephone:

with a copy to:

Latham & Watkins LLP

233 South Wacker Drive

Chicago, Illinois 60606-6401

Attention: Donald L. Schwartz

Telecopy: (312)993-9767

Telephone: (312) 876-7631

Any party may change its address for notices in the manner set forth above.

Section 11. Termination.

(i) Except as otherwise provided in this Section 11, the obligations of the Bank hereunder and this Control Agreement shall continue in effect until the security interests of the Collateral Agent in the Designated Accounts and any and all funds therein have been terminated pursuant to the terms of the Security Agreement and the Collateral Agent has notified the Bank of such termination in writing.

(ii) The Bank, acting alone, may terminate this Control Agreement at any time and for any reason by written notice delivered to the Collateral Agent and the Pledgor not less than thirty (30) days prior to the effective termination date.

S-4

(iii) Prior to any termination of this Control Agreement pursuant to this Section 11, the Bank hereby agrees that it shall promptly take, at Pledgor’s sole cost and expense, all reasonable actions necessary to facilitate the transfer of any funds in the Designated Accounts as follows: (a) in the case of a termination of this Control Agreement under Section 11(i), to the institution designated in writing by Pledgor; and (b) in all other cases, to the institution designated in writing by the Collateral Agent.

Section 12. Fees and Expenses.

The Bank agrees to look solely to the Pledgor for payment of any and all fees, costs, charges and expenses incurred or otherwise relating to the Designated Accounts and services provided by the Bank hereunder (collectively, the “Account Expenses”), and the Pledgor agrees to pay such Account Expenses to the Bank on demand therefor. The Pledgor acknowledges and agrees that it shall be, and at all times remains, solely liable to the Bank for all Account Expenses.

Section 13. Severability.

If any term or provision set forth in this Control Agreement shall be invalid or unenforceable, the remainder of this Control Agreement, other than those provisions held invalid or unenforceable, shall be construed in all respects as if such invalid or unenforceable term or provision were omitted.

Section 14. Counterparts.

This Control Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Control Agreement by signing and delivering one or more counterparts.

[signature page follows]

S-5

[		]
By:
	Name:
	Title:
UBS AG, STAMFORD BRANCH, as Canadian Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:
[		],
as Bank
By:
	Name:
	Title:

S-6

SCHEDULE 1

Designated Account(s)

S-7

EXHIBIT A

NOTICE OF SOLE CONTROL

[Letterhead of Agent]

To: [BANK]

Re: Account No.

Ladies and Gentlemen:

Reference is made to the Control Agreement Concerning Deposit Accounts dated                     , 2006 (the “Agreement”) among [                    ], us and you regarding the above-described account (the “Blocked Account”). In accordance with Section 8 of the Agreement, we hereby give you notice that an event of default has occurred and of our exercise of control of the Blocked Account and we hereby instruct you to immediately transfer funds as reflected in the Agreement to the following account:

___________________________

___________________________

___________________________

Very truly yours,
UBS AG, STAMFORD BRANCH, as Canadian Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

S-8

Acknowledged:
[BANK],
By:
	Name:
	Title:

S-9

Exhibit 5

[Form of]

Intellectual Property Security Agreement

Intellectual Property Security Agreement, dated as of [                    ], by [                    ] (the “Pledgor”), in favor of UBS AG, STAMFORD BRANCH, in its capacity as Canadian Collateral Agent pursuant to the Credit Agreement (in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, the Pledgor is a party to a Security Agreement of even date herewith (the “Security Agreement”) in favor of the Collateral Agent pursuant to which the Pledgor is required to execute and deliver this Intellectual Property Security Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent, for the benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgor hereby agrees with the Collateral Agent as follows:

Section 1. Defined Terms.

Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.

Section 2. Grant of Security Interest in Copyright Collateral.

The Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of the Pledgor:

(a) Copyrights of the Pledgor listed on Schedule I¹ attached hereto;

(b) Patents of the Pledgor listed on Schedule II² attached hereto;

(c) Trademarks of the Pledgor listed on Schedule III³ attached hereto;

(d) all Goodwill associated with such Trademarks; and

(e) all Proceeds of any and all of the foregoing (other than Excluded Property).

¹ Should include same Copyrights listed on Schedule 12(b) of the Perfection Certificate.

² Should include same Patents listed on Schedule 12(a) of the Perfection Certificate.

³ Should include same Trademarks listed on Schedule 12(a) of the Perfection Certificate.

Section 3. Security Agreement.

The security interest granted pursuant to this Intellectual Property Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and Pledgor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Intellectual Property made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Intellectual Property Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Collateral Agent shall otherwise determine.

Section 4. Termination.

Upon the payment in full of the Secured Obligations and termination of the Security Agreement, the Collateral Agent shall promptly execute, acknowledge, and deliver to the Pledgor an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Intellectual Property under this Intellectual Property Security Agreement.

Section 5. Counterparts.

This Intellectual Property Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Intellectual Property Security Agreement by signing and delivering one or more counterparts.

THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND FEDERAL LAWS OF CANADA APPLICABLE THEREIN.

[signature page follows]

S-2

IN WITNESS WHEREOF, the Pledgor has caused this Intellectual Property Security Agreement to be executed and delivered by its duly authorized offer as of the date first set forth above.

Very truly yours,
	[PLEDGOR]4
	By:
		Name:
		Title:

ACCEPTED AND AGREED:
UBS AG, STAMFORD BRANCH, as Canadian Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

⁴ This document needs only to be executed by the Pledgor which owns pledged Intellectual Property.

S-3

SCHEDULE I

to

INTELLECTUAL PROPERTY SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS⁵

Copyright Registrations:

OWNER REGISTRATION NUMBER TITLE

Copyright Applications:

OWNER APPLICATION NUMBER TITLE

⁵ Note to attorney: These schedules include the minimum information required to perfect in CIPO. A conformed version of perfection certificate would be adequate, provided it contains this information.

S-4

SCHEDULE II

to

INTELLECTUAL PROPERTY SECURITY AGREEMENT

PATENT REGISTRATIONS AND PATENT APPLICATIONS⁶

Patent Registrations:

OWNER REGISTRATION NUMBER NAME

Patent Applications:

OWNER APPLICATION NUMBER NAME

⁶ Note to attorney: These schedules include the minimum information required to perfect in CIPO. A conformed version of perfection certificate would be adequate, provided it contains this information.

SCHEDULE III⁷

to

INTELLECTUAL PROPERTY SECURITY AGREEMENT

TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS

Trademark Registrations:

OWNER REGISTRATION NUMBER TRADEMARK

Trademark Applications:

OWNER APPLICATION NUMBER TRADEMARK

⁷ Note to attorney: These schedules include the minimum information required to perfect in CIPO. A conformed version of perfection certificate would be adequate, provided it contains this information.

Exhibit 6

FORM OF NOTICE TO BAILEE OF SECURITY INTEREST IN INVENTORY

CERTIFIED MAIL — RETURN RECEIPT REQUESTED

[                    ], 200[  ]

TO: [Bailee’s Name]

[Bailee’s Address]

Re: [Borrower]

Ladies and Gentlemen:

In connection with that certain Security Agreement, dated as of December     , 2005 (the “Security Agreement”), made by SOUTHERN GRAPHIC SYSTEMS-CANADA, CO./SYSTEMES GRAPHIQUES SOUTHERN-CANADA, CO., PROJECT DOVE MANITOBA LP and UBS AG, Stamford Branch, as Collateral Agent (“UBS”), we have granted to UBS a security interest in substantially all of our personal property, including our inventory.

This letter constitutes notice to you, and your signature below will constitute your acknowledgment, of UBS’s continuing first priority security interest in all goods with respect to which you are acting as bailee. Until you are notified in writing to the contrary by UBS, however, you may continue to accept instructions from us regarding the delivery of goods stored by you.

Your acknowledgment also constitutes a waiver and release, for UBS’s benefit, of any and all claims, liens, including bailee’s liens, and demands of every kind which you have or may later have against such goods (including any right to include such goods in any secured financing to which you may become party).

In order to complete our records, kindly have a duplicate of this letter signed by an officer of your company and return same to us at your earliest convenience.

Receipt acknowledged, confirmed and approved:		Very truly yours,
[BAILEE]		[PLEDGOR]
By:		By:
	Name:		Name:
	Title:		Title:
cc:	UBS AG, Stamford Branch

EX-10.11

Exhibit 10.11

EXECUTION VERSION

Dated 30 December 2005

SGS-UK HOLDINGS LIMITED

AND OTHERS

(the Chargors)

in favour of

UBS AG, STAMFORD BRANCH

(as Canadian Collateral Agent)

DEBENTURE

London

99 Bishopsgate

London EC2M 3XF

(44) 020 7710 1000 (Tel)

(44) 020 7374 4460 (Fax)

www.lw.com

Contact: Jonathan Keil

CONTENTS

Clause			Page
1.	INTERPRETATION		1
	1.1	Definitions	1
	1.2	Interpretation	5
	1.3	Incorporation of Terms by Reference	6
	1.4	Use of Lists and Examples	6
	1.5	Whole Agreement	6
	1 6	Headings	6
	1.7	Counterparts	6
	1.8	Singular/Plural	6
	1.9	No Partnership	7
	1.10	Amount of Secured Obligations	7
	1.11	Security Enforceable	7
	1.12	Statutory References	7
	1.13	Disposition of the Mortgaged Property	7
	1.14	Assets	7
	1.15	Schedules	7
	1.16	Deed	7
	1.17	Perpetuity Period	8
2.	PAYMENT OF THE SECURED OBLIGATIONS		8
	2.1	Covenant	8
	2.2	Interest	8
	2.3	Costs and Expenses	8
3.	CHARGING PROVISIONS		8
	3.1	Specific Charges	8
	3.2	Floating Charge	9
	3.3	Assignments by way of Security	10
	3.4	Removal of Impediments to Charges and Assignments	10
	3.5	Contracts	11
4.	REPRESENTATIONS AND WARRANTIES AND COVENANTS		11
	4.1	Representations and Warranties	11
	4.2	Covenants relating to the Collateral	13
	4.3	Other Covenants	15
	4.4	Information Covenants	16
5.	COLLECTION OF RECEIVABLES AND RELATED MATTERS		16
6.	INSURANCE		17
7.	INVESTMENTS		17
	7.1	Covenants	17

i

	7.2	Voting Rights and Dividend Entitlement	18
	7.3	Default Powers	19
	7.4	Continuing Liabilities	19
	7.5	No Obligation	19
	7.6	Retention of Documents	19
8.	NEGATIVE PLEDGE AND OTHER RESTRICTIONS		19
9.	FURTHER ASSURANCE AND PERFECTION OF SECURITY		20
	9.1	Further Assurance	20
	9.2	Conversion of Floating Charge	21
	9.3	Security in Jeopardy	22
10.	RECEIVER		22
	10.1	Appointment of Receiver	22
	10.2	Joint Receivers	23
	10.3	General Powers of Receiver	23
	10.4	Specific Powers of Receiver	24
	10.5	Receiver as Agent	25
	10.6	Remuneration	25
	10.7	Removal	25
	10.8	Application of Proceeds	25
11.	FINANCIAL COLLATERAL		26
12.	VARIATION AND EXTENSION OF STATUTORY POWERS		26
	12.1	Declaration of Trust	26
	12.2	Statutory Powers Generally	26
	12.3	Canadian Collateral Agent’s Powers	26
	12.4	Mortgagee in Possession	27
	12.5	Protection for Third Parties	27
	12.6	Delegation	27
	12.7	Suspense Accounts	27
	12.8	Canadian Collateral Agent’s Power to Remedy Breaches	28
	12.9	No Liability	28
13.	CONTINUATION AND PRESERVATION OF SECURITY		28
	13.1	Subsequent Liens	28
	13.2	Waiver of Defences	28
	13.3	Immediate Recourse	29
	13.4	Non-competition	29
	13.5	Security held by the Chargors	30
	13.6	Continuing Security	30
14.	POWER OF ATTORNEY		30
	14.1	Appointment	30
	14.2	Ratification	31

ii

15.	INDEMNITIES		31
	15.1	General	31
	15.2	Taxes	31
16.	WAIVERS AND REMEDIES		31
	16.1	Waivers	31
	16.2	Severability	32
17.	REINSTATEMENT AND RELEASE		32
	17.1	Reinstatement	32
	17.2	Release	32
18.	CURRENCY		33
19.	LAND REGISTRY		33
	19.1	Unregistered Property	33
	19.2	Existing and Future Property	33
	19.3	Legal Charge	34
	19.4	Title Information Document	34
	19.5	Exempt Information	34
20.	NOTICES		34
	20.1	General	34
	20.2	Mode of Service	34
	20.3	Deemed Service	35
	20.4	Proof of Service	35
21.	SET OFF		35
22.	CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999		36
23.	ASSIGNMENTS AND TRANSFERS		36
24.	ACCESSION OF SUBSIDIARY GUARANTORS		36
25.	GOVERNING LAW		36
	25.1	Governing Law	36
		SCHEDULE 1	38
		Chargors
		SCHEDULE 2	39
		Contracts	39
		SCHEDULE 3	40
		Receivables Account(s)	40
		SCHEDULE 4	41
		Details of Policies	41
		SCHEDULE 5	42

iii

Assignments	42
Part A1	42
Form of Notice of Assignment of Receivables	42
Part A2	44
Form of Acknowledgement and Agreement	44
Part Bl	46
Form of Notice of Assignment of Insurances	46
Part B2	47
Form of Acknowledgement	47
Form of Endorsement	49
SCHEDULE 6	50
Securities	50
SCHEDULE 7	51
Part 1	51
Form of Account Notice	51
Part 2	53
Form of Acknowledgement and Agreement	53
SCHEDULE 8	54
Property	54
Part 1	54
Registered Land	54
Part 2	54
Unregistered Land	54
Part 3	54
Other Immovable Property	54
SCHEDULE 9	55
Form of Accession Deed	55

iv

THIS DEBENTURE is made as a deed on 30 December, 2005

BETWEEN

(1) SGS-UK HOLDINGS LIMITED, a company incorporated in England and Wales with registered number 05429840 and whose registered office is at 1 Park Row, Leeds, LSI 5AB (“UK Holdings”);

(2) THE CHARGORS from time to time who accede to this Debenture by executing an Accession Deed (as defined below); and

(3) UBS AG, STAMFORD BRANCH, as agent and trustee for itself and each of the Secured Parties (as defined below) (the “Canadian Collateral Agent”).

NOW THIS DEED WITNESSES as follows:

1. INTERPRETATION 1.1 Definitions

Save as otherwise provided in this Debenture, the following words and phrases have the following meanings throughout this Debenture:

“Accession Deed”	means a deed executed by a Subsidiary incorporated under the laws of England and Wales substantially in the form set out in Schedule 9, with those amendments that the Canadian Collateral Agent may approve or reasonably require (including any representations, warranties, covenants and undertakings to the extent that the same relate to specific Collateral that the acceding Subsidiary owns or is likely to own provided that the same are reasonable and customary for the Collateral in question)
“Account Notice”	means, unless otherwise agreed by the Canadian Collateral Agent and taking into account any reasonable requested amendments thereto from the relevant account bank, a notice substantially in the form set out in Schedule 7
“Act”	means the Law of Property Act 1925
“Chargors”	means UK Holdings, each company listed in Schedule 1 hereto (upon its execution of an Accession Deed) and each other company which grants security over its assets in favour of the Canadian Collateral Agent by executing an Accession Deed
“Collateral”	means all Property, Equipment, Inventory, Investments, Intellectual Property, Receivables, Receivables Accounts, Policies, Contracts and/or other assets and undertakings of any Chargor mortgaged, charged or assigned under this Debenture and, where the context so admits, each of them and any part thereof and the proceeds of the disposal of the same and all rights, title and interest in and to the same, in each such case as may now or in the future be the subject of the Security

1 DEBENTURE

“Contracts”	means each of the agreements specified in Schedule 2
“Credit Agreement”	means the credit agreement dated as of the date hereof and made between SGS International, Inc., Southern Graphic Systems - Canada, Co./Systemes Graphiques Southern - Canada, Co., the Guarantors, as defined in the Credit Agreement, the Lenders, as defined in the Credit Agreement, UBS Securities LLC and Lehman Brothers Inc., as joint arrangers and joint bookmanagers, UBS, as issuing bank, US administrative agent, US collateral agent and Canadian collateral agent, Lehman Brothers Inc., as syndication agent, CIT Lending Services Corporation, as documentation agent, National City Bank, as Canadian administrative agent and UBS Loan Finance LLC, as swingline lender
“Default Rate”	means a rate of interest determined in accordance with Section 2.06(e) of the Credit Agreement
“Equipment”	means all of any Chargor’s now owned and hereafter acquired machinery and equipment including processing equipment, conveyers, machine tools, data processing and computer equipment, including embedded software, and peripheral equipment and all engineering, processing and manufacturing equipment, office machinery, furniture, material, handling equipment, tools, attachments, accessories, automotive and office equipment, trailers, trucks, forklifts, mould, dies, stamps, motor vehicles, rolling stock and other equipment of every kind and nature, trade fixtures and fixtures not forming a part of real property (which, for the avoidance of doubt, includes a tenant’s fixtures and fittings), furnishings, furniture and other tangible personal property (except Inventory), together with all additions and accessories thereto, replacements therefor, all parts therefor, all substitutes for any of the foregoing, fuel therefor and all manuals, drawings, instructions, warranties and rights with respect thereto, and all products and proceeds thereof and condemnation awards and insurance proceeds with respect thereto, in the case of all of the foregoing, wherever they may be located.
“Insolvency Act”	means the Insolvency Act 1986 as amended by the Insolvency Act 2000 and the Enterprise Act 2000
“Intellectual Property”	means:
	(i)     all patents, utility models, trade marks, rights (registered or unregistered) in any designs, copyright, database rights, topography rights, plant breeders’ rights, rights protecting goodwill and reputation, applications for any of the foregoing, and all rights and forms of protection of a similar nature or having equivalent effect to any of the foregoing anywhere in the world, that are owned by or licensed

2

	to any Chargor (or any nominee of any Chargor) whether now or at any time in the nature; and
	(ii)    all confidential information and knowledge (including know how, inventions, secret formulae and processes, market information, and lists of suppliers and customers) that is in the possession or control of any Chargor (or any nominee of any Chargor) whether now or at any time in the future
“Inventory”	means all of any Chargor’s now owned and hereafter acquired inventory, goods and merchandise, wherever located, to be supplied under any contract of service or held for sale or lease, all raw materials, work-in-progress, finished goods, returned goods and materials and supplies of any kind, nature or description which are or might be used or consumed in its businesses or used in connection with the manufacture, packing, shipping, advertising, selling or finishing of such goods, merchandise and other personal property, and all documents of title or other documents representing them
“Investments”	means the Securities and the Related Rights relating to such Securities
“Licences”	means all licences, consents and authorisations (statutory or otherwise) now or in the future held or acquired by any Chargor, or held by a nominee of any Chargor, in connection with any business carried on by it or the use of any of the Collateral
“Notice of Assignment”	means, unless otherwise agreed by the Canadian Collateral Agent, a notice of assignment substantially in the applicable form set out in Schedule 5
“Planning Acts”	means the Town and Country Planning Act 1990, the Planning (Listed Buildings and Conservation Areas) Act 1990, the Planning (Hazardous Substances) Act 1990, the Planning (Consequential Provisions) Act 1990 and the Planning and Compensation Act 1991 or any Acts intended to control or regulate the construction, alteration, demolition or change of use of land or buildings and any orders, regulations or permissions made, issued or granted under or by virtue of such Acts or any of them
“Policies”	means the policies of insurance in which any Chargor is interested details of which are specified in Schedule 4 (and, in the case of any Subsidiary incorporated under the laws of England and Wales which grants security over its assets in favour of the Canadian Collateral Agent by executing an Accession Deed, the policies of insurance details of which are specified in Schedule 3 to the relevant Accession Deed) and any other contracts and policies of insurance (other than policies providing for indemnity insurance in respect of any third party liabilities and any directors’ and officers’ insurance) in which it may now or hereafter have an interest

3

“Property”	means all freehold and leasehold properties and other real property both present and future owned by any Chargor or in which any Chargor is otherwise interested, including all buildings and other structures from time to time erected thereon and all fixtures and fittings (trade or otherwise) and fixed plant and machinery from time to time thereon or therein, including, without limitation, the Property specified in Schedule 8 (and, in the case of any Subsidiary incorporated under the laws of England and Wales which grants security over its assets in favour of the Canadian Collateral Agent by executing an Accession Deed, the Property specified in Schedule 5 to the relevant Accession Deed)
“Receivables”	means:
	(a)    all book debts, both present and future, due or owing to any Chargor and all other monetary debts and claims, choses in action and other rights and benefits both present and future (including, in each case, the proceeds and all remittances in respect thereof and all damages and dividends in relation thereto) due or owing to any Chargor and the benefit of all related rights and remedies (including under negotiable or non-negotiable instruments, guarantees, indemnities, legal and equitable charges, reservation of proprietary rights, rights of tracing and liens);
	(b)    all sums, both present and future, due or owing to any Chargor by way of grant, subsidy or refund by any statutory, legal or governmental body, authority or institution or by any body, authority or institution of the European Union; and
	(c)    all payments representing or made in respect of paragraph (a) or (b)
“Receivables Account”	means each account of each Chargor details of which are specified in Schedule 3 (and, in the case of any Subsidiary incorporated under the laws of England and Wales which grants security over its assets in favour of the Canadian Collateral Agent by executing an Accession Deed, the accounts details of which are specified in Schedule 2 to the relevant Accession Deed) (to which Receivables are to be paid or credited) and all other accounts or sub-accounts opened or maintained now or in the future by any Chargor with any bank, financial institution or other person satisfactory to the Canadian Collateral Agent or (following the occurrence of an Event of Default that has not been remedied or waived in accordance with the terms of the Credit Agreement) as the Canadian Collateral Agent shall specify

4

“Receiver”	means a receiver and/or manager (including, as the context admits, an administrative receiver) however appointed under or in connection with this Debenture
“Related Rights”	means in relation to any of the Securities:
	(a)    all assets deriving from such Securities (or any other asset referred to in paragraph (b) below) including all allotments, accretions, offers, rights, dividends, distributions, interest, income, benefits, powers, privileges, authorities, remedies and advantages whatsoever at any time accruing, offered or otherwise derived from or incidental to such Securities (or any other asset referred to in paragraph (b) below); and
	(b)    all stocks, shares, rights, money or property accruing or offered at any time whether by way of conversion, consolidation, redemption, bonus, preference, exchange, purchase, subdivision, substitution, option, interest or otherwise in respect thereof
“Secured Obligations”	means, the Canadian Obligations, provided that this shall not include any obligation or liability to the extent that, if it were so included, this Debenture or any mortgage (or any part of it) granted pursuant to this Debenture would constitute unlawful financial assistance within the meaning of sections 151 and 152 of the Companies Act 1985
“Securities”	means all shares, stocks, debentures, debenture stock, bonds, warrants, options, coupons or other securities and investments of any kind whatsoever owned by any Chargor (including rights to subscribe for, convert into or otherwise acquire the same) whether marketable or otherwise, and all other interests (including loan capital) now or in the future owned by such Chargor from time to time in any company, firm, consortium or entity wherever situate, including the Securities specified in Schedule 6 (and in the case of any Subsidiary incorporated under the laws of England and Wales which grants security over its assets in favour of the Canadian Collateral Agent by executing an Accession Deed, the Securities specified in Schedule 4 to the relevant Accession Deed)
“Security”	means the security created by (or purported to be created by) this Debenture

1.2 Interpretation

Any reference in this Debenture to (or to any specified provision of) this “Debenture”, the “Credit Agreement” or any other “Loan Document” or to any other agreement or document shall, unless the context otherwise requires, be construed as a reference to this Debenture, the Credit Agreement or such other Loan Document or such other agreement or document (or that provision) as the same may from time to time be amended, varied, supplemented, restated,

5

re-affirmed, extended, novated or replaced (but excluding for this purpose any amendment, variation, supplement, restatement, re-affirmation, extension, novation or replacement which is contrary to any provision of any Loan Document). Each such reference shall further include any document which is supplemental to, is expressed to be collateral with, or is entered into pursuant to or in accordance with, and any certificate, instrument, notification or document which is entered into or delivered in connection with or pursuant to or in accordance with, the terms of this Debenture, the Credit Agreement or such other Loan Document or, as the case may be, such other agreement or document.

Any reference in this Debenture to the “Canadian Collateral Agent”, any “Lender” or any “Secured Party” (or any other person referred to in the definitions thereof) shall be construed so as to include its and any subsequent successors, transferees and assigns in accordance with their respective interests.

1.3 Incorporation of Terms by Reference

Unless the context requires otherwise, words and expressions defined or construed in the Credit Agreement, the Act or the Insolvency Act and which are not defined or construed in this Debenture shall bear the same meanings when used in this Debenture.

1.4 Use of Lists and Examples

In construing this Debenture general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things and general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words.

1.5 Whole Agreement

This Debenture supersedes any previous agreement, whether written or oral, express or implied, between the Chargors and the Canadian Collateral Agent in relation to the subject matter of this Debenture.

1.6 Headings

The headings in this Debenture are for convenience only and shall not affect its meaning and references to a paragraph, Clause or Schedule are (unless otherwise stated) to a paragraph or Clause of, or Schedule to, this Debenture.

1.7 Counterparts

This Debenture may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Any party may enter into this Debenture by signing any such counterpart.

1.8 Singular/Plural

Save where the context otherwise requires, the plural of any term includes the singular and vice versa.

6

1.9 No Partnership

Nothing in this Debenture or envisaged hereby shall operate, whether directly or indirectly, to constitute a partnership between the Chargors and any Secured Party or the Canadian Collateral Agent.

1.10 Amount of Secured Obligations

A certificate of the Canadian Collateral Agent (as agent and trustee as aforesaid) as to the amount of any Secured Obligations due at any time will be prima facie evidence of the matters stated therein.

1.11 Security Enforceable

The security constituted by, and the rights of the Canadian Collateral Agent and the Secured Parties under, this Debenture shall be enforceable notwithstanding any change in the constitution of the Canadian Collateral Agent or any Secured Party or its absorption in or amalgamation with any other person or the acquisition of all or part of its undertaking by any other person.

1.12 Statutory References

Unless the context otherwise requires, a reference to a statute or any provision thereof is to be construed as a reference to that statute or such provision thereof as it may be amended, modified, extended, consolidated, re-enacted or replaced from time to time and shall also include all bye-laws, instruments, orders and regulations for the time being made thereunder or otherwise deriving validity therefrom.

1.13 Disposition of the Mortgaged Property

The terms of the other Loan Documents and of any side letters between any parties to such documents in relation to any Loan Document are incorporated in this Debenture to the extent required to ensure that any purported disposition of the Collateral contained in this Debenture is a valid disposition in accordance with section 2(1) of the Law of Property (Miscellaneous Provisions) Act 1989.

1.14 Assets

A reference in this Debenture to any “assets” includes, unless the context otherwise requires, property, business, undertakings, revenues and rights of every kind, present and future and contingent (including uncalled share capital) and every kind of interest in any asset.

1.15 Schedules

The fact that no details are included in a relevant Schedule does not affect the validity or enforceability of the Security nor does the fact that the details included in any Schedule may be incomplete. Where a definition incorporates the contents of a Schedule and that Schedule contains details relating to a Chargor yet to accede to this Debenture, then those details shall only be incorporated into the relevant definition upon the relevant Chargor executing an Accession Deed.

1.16 Deed

The parties intend that this document shall take effect as a deed.

7

1.17 Perpetuity Period

The perpetuity period applicable to the trusts created by this Debenture is 80 years.

2. PAYMENT OF THE SECURED OBLIGATIONS

2.1 Covenant

Each Chargor hereby unconditionally and irrevocably, as primary obligor and not merely as surety, covenants with the Canadian Collateral Agent (acting as agent and trustee as aforesaid) that it will on demand pay or discharge the Secured Obligations on the due date for payment therefor in the manner provided in the relevant Loan Document.

2.2 Interest

Save to the extent otherwise agreed, interest may be added by the Canadian Collateral Agent to any amount which shall remain unpaid on the due date for payment therefor from such due date until payment in full at the Default Rate applicable to the relevant outstanding Secured Obligations under the Loan Documents.

2.3 Costs and Expenses

Within ten Business Days of receiving a demand, each Chargor shall pay all fees, costs and expenses (including legal fees and any value added tax) properly incurred from time to time in connection with the enforcement of or preservation of rights under this Debenture by the Canadian Collateral Agent, or any Receiver, attorney, manager, trustee or any other person appointed by the Canadian Collateral Agent under this Debenture or by statute.

3. CHARGING PROVISIONS

3.1 Specific Charges

Subject to Clause 3.4, each Chargor with full title guarantee and as a continuing security for the payment, performance and discharge of the Secured Obligations hereby charges in favour of the Canadian Collateral Agent (acting as agent and trustee as aforesaid) (or, if the Canadian Collateral Agent so chooses, its nominee) for the benefit of the Secured Parties the following assets, both present and future, from time to time owned by it or in which it has an interest:

(a) by way of first legal mortgage all of its Property together with all buildings and fixtures (including trade fixtures) thereon and/or the proceeds of sale thereof and by way of first fixed charge all future Property and any other Property not effectively charged by way of first legal mortgage in each case together with all buildings and fixtures (including trade fixtures) thereon and all proceeds of sale thereof;

(b) by way of first equitable mortgage, all of its Securities and, if and to the extent not effectively assigned by Clause 3.3, all Related Rights relating to such Securities;

(c) by way of first fixed charge:

(i) its Intellectual Property, including all fees and royalties derived from the Intellectual Property;

(ii) its Licences and all deeds and documents from time to time relating to the Collateral;

(iii) its goodwill and its uncalled share capital both present and future;

8

(iv) if and to the extent not effectively assigned by Clause 3.3, all of its rights, title and interest in and to (and claims under) the Policies and to any statutory or other compensation monies (including the proceeds of any defective title, restrictive covenant or other indemnity policy or covenant relating to its Property) arising for its benefit for interference with the use and/or enjoyment of its Property or the curtailment of any easement, right or benefit relating thereto and all other compensation monies from time to time received by it in respect of its Property;

(v) all of its rights, title and interest in and to all chattels from time to time hired, leased or rented by it to any other person together, in each case, with the benefit of the related hiring, leasing or rental contract and any guarantee, indemnity or other security for the performance of the obligation of any person under or in respect of such contract;

(vi) all rights in relation to or under and all benefits of, any covenants for title given or entered into by any of its predecessors in title to its Property, all proceeds of a capital nature in relation to the disposal of its Property, the benefit of any contract for the sale, letting or other disposal of its Property and all present and future options to renew all leases or purchase all reversions (whether or not freehold) from time to time in relation to its Property;

(vii) the benefit of all of its rights and claims against all lessees from time to time of the whole or any parts of its Property and all guarantors and sureties for the obligations of such lessees and against all persons who are under any obligation to it in respect of any works of design, construction, repair or replacement to, on or about its Property;

(viii) its Equipment (whether from time to time in or on the Property (and not comprised in the Property) or otherwise) and the benefit of all of its rights and claims against any person in respect of the design, construction, repair or replacement of the same;

(ix) all of its rights (including against third parties) and benefits in and to the Receivables, to the extent that they do not fall within any other paragraph of this Clause 3.1;

(x) all of its rights and benefits in and to the Receivables Accounts and all monies standing to their credit;

(xi) so far as permitted under the relevant document, its rights, title and interest in and to all contracts, agreements or warranties affecting or in any way relating to the Collateral and the benefit of all related rights and remedies; and

(xii) any beneficial interest, claim or entitlement it has in any pension fund.

3.2 Floating Charge

Each Chargor with full title guarantee and as a continuing security for the payment, performance and discharge of the Secured Obligations hereby charges to the Canadian Collateral Agent (acting as agent and trustee as aforesaid) for the benefit of the Secured Parties by way of first floating charge all of its undertakings, property, assets and rights, whatsoever and wheresoever, both present and future (save insofar as any of the same shall for the time being be effectively mortgaged or charged by way of first fixed charge under the

9

provisions of Clause 3.1 or assigned by way of security under the provisions of Clause 3.3). The floating charge created by each Chargor pursuant to this Clause 3.2 is a “qualifying floating charge” for the purposes of paragraph 14.2(a) of Schedule BI to the Insolvency Act and paragraph 14 of Schedule BI to the Insolvency Act shall apply to this Debenture.

3.3 Assignments by way of Security

Subject to Clause 3.4, each Chargor with full title guarantee and as a continuing security for the payment, performance and discharge of the Secured Obligations hereby assigns absolutely (in each case to the fullest extent capable of assignment) by way of security to the Canadian Collateral Agent (acting as agent and trustee as aforesaid) for the benefit of the Secured Parties all of its present and future rights, title and interest in and to:

(a) all of its rights in respect of the Policies (including without limitation any proceeds therefrom);

(b) the Receivables (to the extent not effectively charged by way of fixed charge pursuant to Clause 3.1);

(c) each Receivables Account maintained by it and any monies from time to time standing to the credit of any such account or any other account maintained with the Canadian Collateral Agent into which the proceeds of Receivables are paid (to the extent not effectively charged by way of fixed charge pursuant to Clause 3.1);

(d) the Related Rights; and

(e) all of its rights in respect of any Contract together with all monies which at any time may be or become payable to it pursuant thereto and the proceeds of any claims, awards and judgments which may at any time be receivable or received by it pursuant thereto.

3.4 Removal of Impediments to Charges and Assignments

Subject to clause 3.5, to the extent that:

(a) any right, title or interest described in Clause 3.1 is not capable of being charged; or

(b) any right, title or interest described in Clause 3.3 is not capable of assignment,

each Chargor shall upon being requested to do so in writing by the Canadian Collateral Agent (acting reasonably) use its reasonable endeavours as soon as reasonably practicable to obtain any relevant consent to such assignment or charge or to otherwise render the same capable of assignment or charge and, pending such interest becoming capable of assignment or charge, the charge purported to be created by Clause 3.1 or the assignment purported to be effected by Clause 3.3 (as the case may be) shall, without prejudice to the provisions of Clause 3.1 (c)(ix) in relation to Receivables, only operate as a charge or an assignment (as the case may be) by way of continuing security of any and all proceeds, damages, compensation, remuneration, profit, rent or income which such Chargor may derive therefrom or be awarded or entitled to in respect thereof, in each case as continuing security for the payment, discharge and performance of the Secured Obligations. Promptly following receipt of the relevant consent, the relevant right, title or interest shall stand charged or assigned to the Canadian Collateral Agent under Clause 3.1 or 3.3 (as the case may be) and such Chargor will, if required by the Canadian Collateral Agent as soon as reasonably practicable execute a valid fixed charge or legal assignment (as the case may be) in such form as the Canadian Collateral Agent shall require but on terms no more onerous that this Debenture.

10

3.5 Contracts

No Chargor shall be required to obtain any consent under Clause 3.4 in respect of any Contract and the Shares unless the Canadian Collateral Agent so requests at any time following the occurrence of an Event of Default.

4. REPRESENTATIONS AND WARRANTIES AND COVENANTS

4.1 Representations and Warranties

Each Chargor makes the representations and warranties set out in this Clause 4.1 to the Canadian Collateral Agent on the date of this Debenture and in each day that any Secured Obligations are outstanding.

(a) The Chargors are the sole unfettered legal and beneficial owners of all the Collateral now purportedly owned or hereafter purportedly acquired by them, and such Collateral is free from all Liens whatsoever, other than the Permitted Liens and the Security, whether voluntarily or involuntarily created and whether or not perfected.

(b)

(i) The Chargors have good title to and ownership of all Equipment.

(ii) The Chargors have a full title guarantee of all the Property that is subject to a mortgage in favour of the Canadian Collateral Agent. Such Property is subject to a first priority perfected security interest in favour of the Canadian Collateral Agent and to no other Lien whatever, other than Permitted Liens.

(iii) Schedule 8 (or, in the case of any Subsidiary incorporated under the laws of England and Wales which grants security over its assets in favour of the Canadian Collateral Agent by executing an Accession Deed, Schedule 5 to the relevant Accession Deed) sets out all Property situated in England and Wales owned by the Chargors or in relation to which the Chargors have any right, interest or liability as at the date of this Debenture (or as at the date of the relevant Accession Deed, as applicable).

(c) At the date of this Debenture only and except as disclosed in or pursuant to the Credit Agreement, none of the Collateral is the subject of any claim, assertion, infringement, attack, right, action or other restriction or arrangement of whatever nature which could reasonably be expected to have a Material Adverse Effect.

(d)

(i) Save as disclosed in writing to the Canadian Collateral Agent, the Chargors are in possession of the whole of each of the Properties, none of which is vacant, and no other person is in or actually or conditionally entitled to possession, occupation use or control of any of the Properties.

(ii) The Chargors have good and marketable title to each of the Properties which is, where requisite, registered at the Land Registry with title absolute free from any restriction, caution, notice or inhibition and all original deeds and documents necessary to prove such title are in the possession or under the control of the Chargors.

11

(iii) No Chargor has either received notice of or is aware of any outstanding material breach of any Planning Acts, by-laws or local authority or statutory requirements or covenants which could reasonably be expected to have a Material Adverse Effect.

(iv) No Chargor has either received notice of or is aware of any outstanding breach of covenant as regards any Property which could reasonably be expected to have a Material Adverse Effect.

(v) So far as it is aware, there is no covenant, restriction, burden, stipulation or outgoing (other than usual business outgoings) affecting any Property which is of an onerous or unusual nature (either generally or in the context of the present use of such Property) and which could reasonably be expected to have a Material Adverse Effect.

(vi) Save as disclosed in writing to the Canadian Collateral Agent, each Property is free from any tenancies or licences to occupy, in each case which could reasonably be expected to have a Material Adverse Effect.

(vii) So far as it is aware, each Property benefits from all permanent and legally enforceable easements and other contractual rights (if any) necessary or appropriate for the continued use, enjoyment and maintenance of such Property by a Chargor for the purpose of its existing business carried on at or from such Property and for compliance with any obligations relating to the relevant Property (whether statutory or otherwise) and all such easements and rights are on reasonable terms which (without limitation) do not entitle any person to terminate, restrict or curtail them or impose any unusual or onerous conditions to the extent that the absence of such easements or rights, or the presence of such terms could reasonably be expected to have a Material Adverse Effect.

(viii) So far as it is aware, there are no current, contingent or anticipated notices, actions, disputes, complaints, liabilities, claims or demands relating to or in respect of the Properties or their use, nor are there any circumstances rendering any of the foregoing likely which could in any case be reasonably expected to have a Material Adverse Effect.

(e) The relevant Chargor is the registered holder and the unfettered legal and beneficial owner of the Securities listed in Schedule 6 (or, in the case of any Subsidiary incorporated under the laws of England and Wales which grants security over its assets in favour of the Canadian Collateral Agent by executing an Accession Deed, in Schedule 4 to the relevant Accession Deed) specified against its name (if any) and, as at the date of this Debenture (or the date of the relevant Accession Deed), no Chargor owns any other Securities. The shares (if any) charged by the Chargors pursuant to this Debenture are all duly authorised, validly issued, fully paid and are not subject to any Lien (other than the Security and any other Permitted Liens), option to purchase, pre-emption or similar right. Unless otherwise indicated, the Securities represent all of the issued and outstanding shares of such companies.

(f) Each of the Schedules (and each of the Schedules to any Accession Deed) is true, complete and accurate in all material respects and not misleading in any material respect as at the date of this Debenture (or as at the date of the relevant Accession Deed, as applicable).

12

4.2 Covenants relating to the Collateral

Each Chargor covenants with the Canadian Collateral Agent (as agent and trustee as aforesaid) that it will:

(a) to the extent commercially reasonable, keep the Collateral in a good and substantial state of repair and in good working order and condition subject, in all cases, to any fair wear and tear;

(b) procure that no material alteration or addition is made to its Property save with the prior written consent of the Canadian Collateral Agent (such consent not to be unreasonably withheld or delayed), no new buildings are erected thereon and that nothing is done on its Property which constitutes “development” as defined in any Planning Act which, in each case, would, or would be reasonably likely to, materially adversely affect the value, saleability or use of the relevant Property;

(c) procure that no person is registered as proprietor of any right or interest in respect of its Property (other than pursuant to this Debenture and other than Permitted Liens) and that no new right, interest, matter or thing arises or is knowingly permitted under any of the paragraphs 1, 3 or 12 to the Land Registration Act 2002 after the date of this Debenture;

(d) promptly give written notice to the Canadian Collateral Agent if it receives any notice under section 146 of the Act or any proceedings are commenced against it for the forfeiture of any lease comprised in its Property;

(e) (save as permitted pursuant to the terms of the Credit Agreement or with the prior written consent of the Canadian Collateral Agent (such consent not to be unreasonably withheld or delayed)) not:

(i) convey, transfer, assign, surrender or otherwise dispose of any interest (or agree to do any of the same) in its Property;

(ii) grant any consent or licence to assign, underlet or part with possession or occupation of its Property or any part thereof;

(iii) accept any surrender or waive or vary any of the material terms of any lease or tenancy relating to its Property from time to time (whether such lease is a lease under which it holds its Property or any lease superior thereto or derivative therefrom) or any of the material terms of any guarantee, indemnity or other security in relation thereto (whether proprietary or by way of personal covenant only); or

(iv) institute any proceedings for forfeiture in relation to any such lease or tenancy;

(f) (save as permitted under the terms of the Credit Agreement or with the prior written consent of the Canadian Collateral Agent (such consent not to be unreasonably withheld or delayed)) not create or permit to arise or subsist any licence, interest or right to occupy in favour of, or share possession of any of its Property with, any third party and not exercise the powers of leasing and accepting surrenders of leases contained in sections 99 and 100 of the Act (whether in respect of any lease under which it holds its Property or any lease superior thereto or derivative therefrom);

13

(g) notify the Canadian Collateral Agent in writing promptly upon the acquisition by it from time to time of any Property and, without prejudice to the provisions of Clause 9.1, on demand made to it by the Canadian Collateral Agent and at the cost of the relevant Chargor, execute and deliver to the Canadian Collateral Agent a legal mortgage (on reasonable terms) in favour of the Canadian Collateral Agent of any freehold and leasehold properties which becomes vested in it after the date of this Debenture and all fixtures thereon to secure the payment and discharge of the Secured Obligations in such form as the Canadian Collateral Agent may require (but on terms no more onerous than those contained in this Debenture) and, in the case of any leasehold property where the consent of any landlord needs to be obtained in order for the relevant Chargor to execute any such legal mortgage, exercise all reasonable endeavours to obtain such consent and comply with its obligations under this Clause 4.1(g) forthwith upon such consent being obtained;

(h) in respect of any freehold or leasehold property which is now owned or hereafter acquired by any Chargor the title to which is registered at the Land Registry or the title to which is required to be so registered, give the Land Registry written notice of this Debenture in accordance with Clause 19 and procure that notice of this Debenture is duly noted in the register to each such title;

(i) comply with and refrain (save with the prior written consent of the Canadian Collateral Agent, such consent not to be unreasonably withheld or delayed) from making any application under the Planning Acts and comply without delay with all orders, regulations, notices and directives issued or made by any competent authority, body or person (whether or not having the force of law) which relate in any way to its Property or its use and enjoyment;

(j) promptly comply with and pay when due all material charges imposed by all statutes, statutory instruments, by-laws and other enactments relating to its Property save where the relevant demand or claim for such charge is being contested by the relevant Chargor in good faith and not do or suffer to be done any act or thing nor make any omission whereby its Property may become subject to any material statutory charge which is or may be or become binding upon the Canadian Collateral Agent or any person deriving title under or through the Canadian Collateral Agent and will not enter into any onerous or restrictive obligations affecting its Property and which could reasonably be expected to have a Material Adverse Effect including, without limitation, planning agreements or obligations under the Planning Acts;

(k) punctually pay and indemnify the Canadian Collateral Agent and (as a separate covenant for the benefit of the relevant Receiver) any Receiver, against all rents, rates, taxes, duties, assessments and other outgoings (including any which shall be wholly novel) from time to time payable in respect of any of its Collateral (including any of its Property by its owner or occupier, as the case may be) save where any relevant claim is being contested by the relevant Chargor in good faith;

(l) hold on trust (and each Chargor hereby declares itself as a trustee accordingly) the amount of any statutory or other compensation (including the proceeds of any defective title, restrictive covenant or other indemnity policy or covenant relating to its Property) arising for its benefit from interference with the use and/or enjoyment of its Property or the curtailment of any easement, right or benefit relating thereto and all other compensation monies from time to time received by it in respect of its Property and (without prejudice to any rights, debts, claims and/or obligations having priority to the obligations imposed by this Debenture and subject to any prior inconsistent obligations to any relevant third party) to pay the same to the Canadian Collateral Agent (acting as agent and trustee as aforesaid) in or towards payment and

14

discharge of the Secured Obligations in accordance with the terms of or as contemplated by the Credit Agreement;

(m) upon the occurrence of an Event of Default which is continuing and if the Canadian Collateral Agent reasonably believes (acting on advice received by it for such purpose) that the value of the Property is materially and adversely affected, grant the Canadian Collateral Agent or its representatives on request all such facilities as the Canadian Collateral Agent may reasonably request to enable the Canadian Collateral Agent or such representatives to carry out investigations of title to the Property and enquiries into matters in connection therewith, such investigations and enquiries to be at the expense of the Chargors; and

(n) permit the Canadian Collateral Agent and its duly authorised representatives at all reasonable times (but in accordance with the provisions contained in any lease of each Chargor’s Property) during business hours and on not less than 48 hours written notice and at any time without notice when a Default or an Event of Default has occurred and is continuing to enter into and upon its Property to view the state and condition thereof and of any Collateral thereon (and each Chargor will remedy any material defect or want of repair forthwith after service by the Canadian Collateral Agent of notice of the defect or want of repair). Where any Collateral is located in or on the property of a third party, each Chargor shall use its reasonable efforts to enable the Canadian Collateral Agent to legally enter into and upon such property to exercise these rights of inspection.

4.3 Other Covenants

Each Chargor covenants with the Canadian Collateral Agent (as agent and trustee as aforesaid) that it will:

(a) save as permitted pursuant to the terms of the Credit Agreement and to the extent commercially reasonable:

(i) not surrender or abandon any Intellectual Property;

(ii) take all steps necessary to prosecute, maintain and defend the Intellectual Property;

(iii) not make any admission to any third party on the validity, enforceability or ownership of the Intellectual Property; and

(iv) not assign or grant (nor agree to assign or grant) any right, title or interest in the Intellectual Property to any third party;

(b) save where the Canadian Collateral Agent otherwise permits, deposit with the Canadian Collateral Agent (or as it shall direct) and permit the Canadian Collateral Agent to hold and retain all deeds and documents of title relating to or constituting any of the Collateral and hold on trust for the Canadian Collateral Agent (acting as agent and trustee as aforesaid) any such deeds and documents not for the time being so deposited (and each Chargor hereby declares itself as trustee accordingly);

(c) make all such filings and registrations and take all such other steps as may be necessary in connection with the creation, perfection or protection of the Security and pay all application, registration, renewal and other fees necessary or desirable for effecting, protecting, maintaining or renewing registrations in respect of any of the Collateral;

15

(d) not do or cause or permit to be done anything which would materially depreciate, jeopardise or otherwise prejudice the value of the Security or the rights of the Canadian Collateral Agent or other Secured Parties under this Debenture;

(e) save as permitted in the Credit Agreement, not amend, vary, supplement, replace, release, novate, waive, surrender, determine, discharge, rescind or avoid any of the Collateral nor compound, grant any time or other indulgence or otherwise deal with any of the Collateral nor purport to do so (save, in the case of its assets charged by this Debenture by way of floating charge only, in the ordinary course of its operations); and

4.4 Information Covenants

(a) So long as an Event of Default has occurred and is continuing, each Chargor authorises the Canadian Collateral Agent to communicate directly with its independent, certified or chartered public accountants and authorises and requests those accountants and advisors to disclose and make available to the Canadian Collateral Agent any and all financial statements, and other supporting financial documents, schedules and information relating to each Chargor (including copies of any issued management letters) with respect to the business financial affairs and other conditions of each Chargor.

(b) Subject always to Clause 9, each Chargor shall promptly inform the Canadian Collateral Agent of any material additions to or deletions from the Collateral and shall agree to (i) any consequential amendments to any relevant Schedules with the Canadian Collateral Agent and (ii) any replacement of such Collateral as the Canadian Collateral Agent may reasonably require.

5. COLLECTION OF RECEIVABLES AND RELATED MATTERS

Each Chargor covenants with the Canadian Collateral Agent (as agent and trustee as aforesaid) that it will:

(a) collect (as agent of the Canadian Collateral Agent), get in and realise its Receivables in the ordinary course of its business on behalf of the Canadian Collateral Agent, pay the proceeds into a Receivables Account forthwith on receipt (and pending that payment hold these proceeds on trust for the Canadian Collateral Agent) and not release, exchange, compound, set off, grant time or indulgence or subordinate its rights in respect of any of its Receivables to the rights of any other person in relation to debts owed to such person or otherwise deal with its Receivables in favour of any person (nor, in each such case, purport to do so) save in the ordinary course of its business and, in any event, not sell, assign, factor, discount or otherwise create or permit to subsist, except for the Security and Permitted Liens any Lien over its Receivables in favour of any person, nor purport to do so;

(b) at any time after the occurrence and during the continuation of any Event of Default and without prejudice to the generality of Clause 9.1 and the requirements of paragraph (c) below, take such steps as the Canadian Collateral Agent may require to perfect the assignment of its Receivables assigned pursuant to Clause 3.3 including, without prejudice to the generality of the foregoing and without prejudice to the Canadian Collateral Agent’s right to do so, giving notice of any such assignment to any of the persons (as the Canadian Collateral Agent shall specify) from whom such Receivables are due, owing or incurred by delivery to each such person of a Notice of Assignment duly executed by it and use its reasonable endeavours to procure that each such person delivers to the Canadian Collateral Agent (if the Canadian

16

Collateral Agent so requires) a written acknowledgement substantially in the form of the acknowledgement and agreement attached to the Notice of Assignment;

(c) as soon as reasonably practicable following the date of this Debenture in respect of any Receivables Account listed in Schedule 3 (or as soon as reasonably practicable following the date of any Accession Deed in respect of any Receivables Account listed in Schedule 2 to such Accession Deed) and as soon as reasonably practicable upon opening any new Receivables Account, deliver an Account Notice duly executed by it to the entity with which the relevant account is maintained and use its reasonable endeavours to procure that such entity delivers to the Canadian Collateral Agent a written acknowledgement substantially in the form of the acknowledgement and agreement attached to the Account Notice; and

Prior to the occurrence of an Event of Default:

(i) all Receivables shall (subject to any restriction on the application of such proceeds contained in this Debenture or each other Loan Document), upon such proceeds being credited to a Receivables Account, be released from the fixed charge created pursuant to Clause 3.1 and the relevant Chargor shall be entitled to withdraw such proceeds from such Receivables Account provided that such proceeds shall continue to be subject to the floating charge created pursuant to Clause 3.2 and the terms of this Debenture; and

(ii) each Chargor shall be entitled to receive, withdraw or otherwise transfer any credit balance from time to time on any Receivables Account, subject to the terms of this Debenture and each other Loan Document (and, for the avoidance of doubt, following any such Event of Default, any such receipt, withdrawal or transfer shall require the prior written consent of the Canadian Collateral Agent).

6. INSURANCE

As soon as reasonably practicable after execution of this Debenture, each relevant Chargor undertakes to give a Notice of Assignment to its insurers that it has assigned its rights under the Policies to the Canadian Collateral Agent under this Debenture and it will use reasonable endeavours to procure that each insurer served with any such Notice of Assignment countersigns and returns the notice to the Canadian Collateral Agent within 14 days of the execution of this Debenture.

7. INVESTMENTS

7.1 Covenants

Each Chargor covenants with the Canadian Collateral Agent (as agent and trustee as aforesaid) that it will, without prejudice to the generality of the provisions of Clause 13:

(a) deposit with the Canadian Collateral Agent (or as it shall direct) immediately upon execution of this Debenture (in relation to the Securities listed in Schedule 6) or the Accession Deed to which it is a party (in relation to the Securities listed in Schedule 4 to such Accession Deed), and as soon as practicable upon receipt following its acquisition of any Investments, all stock and share certificates or other documents evidencing an entitlement to such Investments together with stock transfer forms executed in blank and left undated in respect of all such Securities on the basis that the Canadian Collateral Agent shall be able to hold such documents of title and stock transfer forms until the Secured Obligations have been irrevocably and

17

unconditionally discharged in full and shall be entitled, at any such time that it is permitted to do so in accordance with the terms of this Debenture, to complete under its power of attorney given by Clause 14 below the stock transfer forms on behalf of the relevant Chargor in favour of itself or such other person as it shall select, provided that, in the event of any such transfer being effected, neither the Canadian Collateral Agent nor any of its nominees shall be liable for any loss occasioned by any exercise or non-exercise of rights attached to such Investments or by any failure to report to the relevant Chargor any notice or other communication received in respect of such Investments;

(b) immediately on conversion of any Securities from certificated to uncertificated form, and on the creation or conversion of any other securities which are for the time being comprised in the Related Rights in or into uncertificated form, comply with such instructions or directions as the Canadian Collateral Agent (acting reasonably) may give in order to protect, perfect or preserve the Security;

(c) ensure that its Investments are at all times free from any restriction on transfer by the Canadian Collateral Agent or its nominee to perfect or enforce the Security;

(d) unless it is permitted to retain such Related Rights in accordance with the terms of this Debenture, upon the accrual, offer or issue of any Related Rights deriving from its Investments, deliver to the Canadian Collateral Agent (or procure the delivery to the Canadian Collateral Agent of) all such Related Rights and the certificates and documents of title to or representing the same together with each of the documents required to be duly executed, completed and delivered under and in accordance with the terms of this Clause 7;

(e) take all action within its power to procure, maintain in effect and comply with all the terms and conditions of all approvals authorisations, consents and registrations necessary or appropriate to ensure and preserve the legal, valid, binding and enforceable nature of the Security and the ranking in priority thereto;

(f) duly and promptly pay or procure the payment of all calls, instalments and other payments when due in respect of any of its Investments, provided that if any Chargor defaults in making any such payment, the Canadian Collateral Agent may (but shall not be obliged to) pay such amounts on behalf of that Chargor and shall be reimbursed by that Chargor immediately on demand;

(g) not, without the prior written consent of the Canadian Collateral Agent, by the exercise of any voting rights or otherwise, permit or agree to any proposed compromise, capital reorganisation, conversion, exchange or repayment offer affecting or in respect of any of its Investments or to any variation of the rights attaching to or conferred by any of its Investments or to any conversion of any of its Investments into an uncertificated security and which could in the case of any of the foregoing reasonably be expected to have a Material Adverse Effect.

7.2 Voting Rights and Dividend Entitlement

(a) At any time when the Security is enforceable in accordance with the terms of this Debenture, all dividends and other distributions paid or payable in connection with the Securities shall be paid directly to the Canadian Collateral Agent (or its nominee) for application in or towards the payment or discharge of the Secured Obligations in accordance with the terms of the Credit Agreement but before such time each Chargor shall be entitled to receive and retain all such dividends and other distributions; and

18

(b) Subject to Clause 7.3, unless the Security is enforceable in accordance with the terms of this Debenture, all voting and other rights attached to the Securities may be exercised by the relevant Chargor or, where the Securities have been registered in the name of the Canadian Collateral Agent or its nominee, as each Chargor may direct in writing, and the Canadian Collateral Agent or its nominee shall execute any form of proxy or other document reasonably required in order for such Chargor to do so, provided, however, that no Chargor may exercise voting rights inconsistent with the terms of this Debenture or the Credit Agreement or in any manner materially prejudicial to the interests of the Secured Parties under this Debenture.

7.3 Default Powers

At any time while the Security is enforceable in accordance with the terms of this Debenture and without any further consent or authority on the part of the Chargors, the Canadian Collateral Agent or its nominee may exercise (or refrain from exercising) at its discretion in the name of each Chargor (or the registered holder thereof) in respect of any of the Securities any voting rights and any powers or rights which may be exercised by the person or persons in whose name or names the Securities are registered or who is the holder or bearer of them.

7.4 Continuing Liabilities

Subject to due notification thereof by the Canadian Collateral Agent where the Securities are registered in the Canadian Collateral Agent’s name (or that of its nominee) in accordance with the terms of this Debenture, it is expressly agreed that each Chargor shall remain liable to observe and perform all of the conditions and obligations attaching to any of the Securities including the payment of any sum due in respect of the Securities.

7.5 No Obligation

The Canadian Collateral Agent shall not be required to perform or fulfil any obligation of the Chargors in respect of the Investments or to make any payment, or to make any enquiry as to the nature or sufficiency of any payment received by it or the Chargors, or to present or file any claim or take any other action to collect or enforce the payment of any amount to which it may have been or to which it may be entitled under this Debenture at any time or times.

7.6 Retention of Documents

The Canadian Collateral Agent may retain any document delivered to it under this Debenture until the Security is released in accordance with the terms of this Debenture and, if for any reason it ceases to hold any such document before that time, it may by notice to the relevant Chargor require, acting reasonably, that the relevant document be redelivered to it and the relevant Chargor shall promptly comply (or procure compliance) with that notice.

8. NEGATIVE PLEDGE AND OTHER RESTRICTIONS

Each Chargor undertakes in favour of the Canadian Collateral Agent (as agent and trustee as aforesaid) that it will not, save as permitted pursuant to the terms of the Loan Documents:

(a) create, incur, assume or permit to subsist any Lien over all or any part of the Collateral (other than the Security) or any interest therein ranking in priority to, pan passu with or subsequent to the Security, nor enter into any agreement to do any of the same;

(b) sell, transfer, assign, lease out, lend or otherwise dispose of (whether outright, by a sale and repurchase, sale and leaseback arrangement or otherwise), or grant any rights

19

(whether of pre-emption or otherwise) over, all or any part of the Collateral or any interest therein, nor enter into any agreement to do any of the same (save in the ordinary course of its operations on arm’s length terms in the case of the assets of each Chargor charged by this Debenture by way of floating charge only); or

(c) do or cause or permit to be done anything which would materially depreciate, jeopardise or otherwise materially prejudice the market value or collateral value of any Collateral or the rights of the Canadian Collateral Agent under this Debenture to the extent that the same would have a Material Adverse Effect.

9. FURTHER ASSURANCE AND PERFECTION OF SECURITY

9.1 Further Assurance

(a) Each Chargor shall, at its own expense, promptly following request by the Canadian Collateral Agent execute and do all such acts, deeds and things (including, without limitation, payment of all stamp duties and registration fees) the Canadian Collateral Agent may reasonably require for:

(i) perfecting or better perfecting the security created (or intended to be created) by this Debenture over any Collateral (including for the avoidance of doubt (but following the occurrence of an Event of Default) arranging for any Securities which are in registered form to be registered in the name of the Canadian Collateral Agent or a nominee of the Canadian Collateral Agent); and

(ii) after the security constituted by this Debenture has become enforceable in accordance with the terms of this Debenture, facilitating the realisation of any Collateral or the exercise of any right, power or discretion exercisable by the Canadian Collateral Agent in respect of any Collateral,

including, without limitation, the conversion of equitable security to legal security, the execution of any transfer, conveyance, assignment or assurance of any property, whether to the Canadian Collateral Agent or its nominees, and the giving of any notice, order or direction and the making of any registration, which in any case, the Canadian Collateral Agent may think necessary or desirable.

(b) The documents referred to in paragraph (a) above shall be in such form and contain such provisions as the Canadian Collateral Agent reasonably requires. The obligations of each Chargor under paragraph (a) above and this paragraph (b) shall be in addition to and not in substitution for the covenants for further assurance deemed to be included in this Debenture by virtue of section 1(2) of the Law of Property (Miscellaneous Provisions) Act 1994.

(c) Each Chargor shall, whenever requested by the Canadian Collateral Agent (acting reasonably) and at the relevant Chargor’s cost, affix to a visible part of such of the Collateral, or endorse or cause to be endorsed on such documents, as the Canadian Collateral Agent shall in each case stipulate, labels, signs or memoranda in a permanent manner and in such form as the Canadian Collateral Agent shall reasonably require (but not so as to impede or restrict the normal use or operation thereof) referring or drawing attention to the Security.

(d) Each Chargor as registered proprietor appoints the Canadian Collateral Agent as its agent to apply for the particulars of this Debenture and of the Secured Parties’ interest in its existing trade marks and trade mark applications and any future trade marks or

20

trade mark applications registered or to be registered in the United Kingdom in the name of that Chargor, to be made on the Register of Trade Marks under section 25(1) of the Trade Marks Act 1994, and each Chargor agrees upon written request by the Canadian Collateral Agent (acting reasonably) to execute all documents and forms required to enable those particulars to be entered in the Register of Trade Marks.

9.2 Conversion of Floating Charge

(a) Subject to paragraph (e) below, without prejudice to the Security, the Canadian Collateral Agent may at any time by notice in writing to the Chargors convert the floating charge created by it pursuant to Clause 3.2 with immediate effect into a fixed charge or legal assignment as regards all or any of the Collateral specified in the notice:

(i) at any time after the occurrence of an Event of Default which is continuing and which is not an event described in paragraph (b) below; or

(ii) at any time after the Canadian Collateral Agent becomes entitled to appoint a Receiver notwithstanding it may elect not to do so or the Security is otherwise enforceable; or

(iii) if the Canadian Collateral Agent considers such Collateral to be in danger of being seized or sold under any form of distress, attachment, execution, diligence or other legal process or to be otherwise in jeopardy; or

(iv) if steps are taken to appoint an administrator in relation to any Chargor or to wind up any Chargor.

(b) Subject to paragraph (e) below, the floating charge created by each Chargor pursuant to Clause 3.2 will (in addition to the circumstances in which the same will occur under general law) automatically be converted into a fixed charge with immediate effect upon notice from the Canadian Collateral Agent to the Chargors:

(i) on the convening of any general meeting of the members of any Chargor for the purposes of considering any resolution for its winding-up, dissolution, compromise, arrangement or reconstruction; or

(ii) on the commencement of any legal proceedings (or their renewal after a stay) by any Chargor or any of its directors or shareholders or other person for its winding-up or the making of an administration order (or any order having the same or similar effect) in relation to it; or

(iii) on the making of an order by a competent court or the passing of a resolution for the winding-up, dissolution, administration, compromise, arrangement or reconstruction of any Chargor or the appointment of any receiver, administrator, administrative receiver or any similar officer in relation to it or any and all of its property, assets or revenues; or

(iv) if any Chargor fails to comply with its obligations under Clause 8 or any Chargor takes or threatens to take any action which the Canadian Collateral Agent considers reasonably likely to result in a breach thereof;

(v) upon any person taking any step with a view to levying distress against any of the Collateral of any Chargor or any judgment creditor taking any step with a view to enforcing against any of the Collateral of any Chargor a

21

judgment obtained against it whether by a warrant of execution, writ of fieri facias, garnishee order, charging order or otherwise; or

(vi) if any other floating charge created by the Chargors crystallises for any reason.

(c) The giving by the Canadian Collateral Agent of a notice pursuant to Clause 9.2(a) in relation to any class of the Collateral shall not be construed as a waiver or abandonment of the Canadian Collateral Agent’s right to serve similar notices in respect of any other class of the Collateral or its other rights under this Debenture or any other Loan Document.

(d) On the giving by the Canadian Collateral Agent of a notice pursuant to Clause 9.2(a) or the conversion of a floating charge into a fixed charge pursuant to Clause 9.2(b), each Chargor shall, at its own expense, execute and/or deliver such documents in such form as the Canadian Collateral Agent shall reasonably require in order to perfect such fixed charge.

(e) The floating charge granted by each Chargor pursuant to Clause 3.2 shall not, either by notice given by the Canadian Collateral Agent under paragraph (a) above or automatically under paragraph (b) above, be converted into fixed charges over any Collateral or otherwise crystallize solely as a result of:

(i) the obtaining of a moratorium by such Chargor; or

(ii) anything done by such Chargor with a view to obtaining a moratorium,

in each case under section 1A of and Schedule A1 to the Insolvency Act to the extent they are applicable to such Chargor.

9.3 Security in Jeopardy

If at any time it shall appear to the Canadian Collateral Agent acting in good faith that any of the Collateral is in danger of seizure, distress, attachment, execution, diligence or other legal process, or that the Security shall for any other reason be in jeopardy, the Canadian Collateral Agent shall be entitled without notice to the Chargors to take possession of and hold the same or to appoint a Receiver of such Collateral. The provisions of Clause 10 shall govern the appointment, removal and powers of a Receiver appointed under this Clause 9.3 as if it were a Receiver appointed under Clause 10 and each Chargor shall, at its own expense, promptly execute such deeds and other agreements and otherwise take whatever action the Canadian Collateral Agent may require in order to enable the Canadian Collateral Agent to exercise its rights contained in this Clause 9.3.

10. RECEIVER

10.1 Appointment of Receiver

Subject as provided below, if:

(a) any Chargor requests that a Receiver be appointed; or

(b) an application is made, notice field or proceeding is taken for the appointment of an administrator; or

22

(c) any Event of Default occurs under the Credit Agreement which has not been waived or cured in accordance with the terms thereof,

then at any time or times thereafter the Security shall be enforceable and (without prejudice to any of its other rights under this Debenture) the Canadian Collateral Agent may by writing appoint any person or persons to be a Receiver or an administrator (as appointed under schedule B1 of the Insolvency Act) of any of the Collateral and of the rights of the Canadian Collateral Agent contained in this Debenture in relation thereto. Section 109(1) of the Act and any other restriction imposed by law on the right of a mortgagee to appoint a Receiver shall not apply to this Debenture.

Notwithstanding the foregoing, the Canadian Collateral Agent may not appoint a Receiver solely as a result of:

(i) the obtaining of a moratorium by such Chargor; or

(ii) anything done by such Chargor with a view to obtaining a moratorium,

in each case under section 1A of and Schedule A1 to the Insolvency Act to the extent they are applicable to such Chargor.

10.2 Joint Receivers

Where two or more persons are appointed to be a Receiver, the Canadian Collateral Agent may in the appointment declare whether any act required or authorised to be done by a Receiver is to be done by any one or more of them for the time being holding office and, subject thereto, any such persons may act jointly and/or severally.

10.3 General Powers of Receiver

Any Receiver of any of the Collateral shall (subject to any limitations or restrictions which the Canadian Collateral Agent may in its absolute and unfettered discretion incorporate in the deed or other instrument appointing him but notwithstanding the liquidation, winding-up, or dissolution at any time of any Chargor and whether or not any such Receiver shall be an administrative receiver) have:

(a) all the powers conferred from time to time on receivers (whether administrative receivers or otherwise) by law and/or statute (including the Act and the Insolvency Act) so that the provisions set out in Schedule 1 to the Insolvency Act shall extend to every Receiver, whether or not an administrative receiver;

(b) power on behalf and at the cost of the relevant Chargor and whether in the name of the relevant Chargor or otherwise to exercise all the powers and rights of an absolute owner and do or omit to do anything which the relevant Chargor could do or omit to do or could have done or omitted to do but for any incapacity or the appointment of a liquidator, administrator or like officer in relation to the relevant Chargor or the Collateral; and

(c) power to use the name of the relevant Chargor in connection with the exercise of any of such powers and, without prejudice to the generality of the provisions of Clauses 10.3(a) and 10.3(b), on behalf and at the cost of, and in the name of the relevant Chargor or otherwise, the powers referred to in Clause 10.4.

23

10.4 Specific Powers of Receiver

Any Receiver shall, in relation to the relevant Chargor and the Collateral in respect of which it is appointed, have the power to:

(a) carry on, manage, develop, reconstruct, amalgamate or diversify (or concur in managing, developing, reconstructing, amalgamating or diversifying) the business of the relevant Chargor or any part thereof or concur in so doing;

(b) purchase, acquire, accept a lease or licence of and/or any other interest in and/or develop or improve properties or other assets without being responsible for loss or damage;

(c) raise or borrow any money (including, without limitation, money for the completion, with or without modification, of any building on the Property in the course of construction and any development or project in which the relevant Chargor was engaged) from, or incur any other liability to, the Canadian Collateral Agent and/or others on such terms as he may think fit and secure the payment of any such money and liabilities, whether or not in priority to the Secured Obligations, in such manner as he shall think fit and with or without any Lien on or affecting any of such Collateral and enter into any form of hedging arrangement, whether in relation to any such borrowing or any Secured Obligation or otherwise, on such terms as he shall think fit;

(d) without the restrictions imposed by section 103 of the Act, or the need to observe any of the provisions of sections 99 and 100 of the Act, sell by public auction or private contract, convey, transfer, assign, let, surrender or accept surrenders, grant licences or otherwise dispose of or deal with such Collateral or concur in so doing in such manner, for such consideration and generally on such terms and conditions as he may think fit;

(e) sever plant, machinery and other fixtures and sell them separately from that part of any Property containing them and pending any such sale use the same without cost to the Receiver and without any liability to the relevant Chargor in connection with the use thereof;

(f) promote the formation of companies with a view to the same purchasing, leasing, licensing or otherwise acquiring interests in such Collateral, or otherwise arrange for such companies to trade or cease to trade and to purchase, lease, license or otherwise acquire any of such Collateral on such terms and conditions whether or not including payment by instalments secured or unsecured as he may think fit;

(g) make and effect such repairs, renewals and improvements to such Collateral as he may think fit and maintain, renew, take out or increase insurances;

(h) appoint managers, agents, officers and employees for any of the purposes set out in Clauses 10.3 and 10.4 or to guard or protect such Collateral at such salaries and commissions and for such periods and on such terms as he may determine and may dismiss the same;

(i) make calls, conditionally or unconditionally, on the members of the relevant Chargor in respect of uncalled capital;

(j) exercise for and on behalf of the relevant Chargor all the powers and provisions conferred on a landlord or a tenant by the Landlord and Tenant Acts 1927 - 1988

24

(inclusive) or any other legislation from time to time in force relating to rents in respect of any part of the Property but without any obligation to exercise any of such powers and without any liability in respect of powers so exercised or omitted to be exercised; and

(k) sign any document, execute any deed and do all such other acts and things, whether in the name of the relevant Chargor or otherwise, in relation to, or as may be considered by him to be incidental or conducive to, any of the matters or powers aforesaid or to the protection and/or realisation of the security constituted or intended to be constituted by this Debenture.

10.5 Receiver as Agent

Any Receiver of any of the Collateral shall, so far as the law allows, be deemed to be the agent of the relevant Chargor for all purposes and the relevant Chargor shall be solely responsible for their acts, defaults, contracts, engagements, omissions, losses, liabilities, misconduct and remuneration and the Canadian Collateral Agent shall not be under any liability whatsoever in such regard.

10.6 Remuneration

The remuneration of the Receiver shall be such sum or rate payable in such manner as may be agreed between him and the Canadian Collateral Agent at or at any time after his appointment without being limited to the maximum rate specified in section 109(6) of the Act.

10.7 Removal

The Canadian Collateral Agent may from time to time remove any Receiver appointed by it and, in the case of an administrative receiver, may at any time and from time to time apply to the court for removal of any administrative receiver appointed by it and may, whenever it may deem it expedient, appoint or as the case may be apply to the court for the appointment of another qualified person as a new Receiver in place of any Receiver whose appointment may for any reason have terminated.

10.8 Application of Proceeds

Any Receiver shall (so far as the law allows) apply all monies received by him in the following order:

(a) in the payment of any costs, charges and expenses of or incidental to the Receiver’s appointment, the payment of his remuneration and the payment and discharge of any other expenses incurred by or on behalf of the Receiver;

(b) in or towards payment of any debts or claims which are by statute payable in preference to the Secured Obligations but only to the extent to which such debts or claims have such preference;

(c) in or towards payment and discharge of the balance of the Secured Obligations in accordance with the terms of or as contemplated by the Credit Agreement; and

(d) in payment of the surplus (if any) to the relevant Chargor or other person entitled thereto.

25

11. FINANCIAL COLLATERAL

To the extent that any of the Security Assets constitutes “financial collateral” and this Debenture and any obligations of each Chargor hereunder constitute a “security financial collateral arrangement” (in each case as defined in, and for the purposes of, the Financial Collateral Arrangements (No. 2) Regulations 2003 (SI 2003 No. 3226) (the “Regulations”) the Canadian Collateral Agent shall have the right, at any time on the occurrence and during the continuation of an Event of Default, to appropriate all or any part of such financial collateral in or towards discharge of the Secured Obligations. For this purpose, the parties agree that the value of such financial collateral so appropriated shall be the market price of the Security Assets determined by the Canadian Collateral Agent by reference to a public index or by such other process as the Canadian Collateral Agent may reasonably select, including independent valuation. The parties further agree that the method of valuation provided for in this Debenture shall constitute a commercially reasonable method of valuation for the purposes of the Regulations.

12. VARIATION AND EXTENSION OF STATUTORY POWERS

12.1 Declaration of Trust

The Canadian Collateral Agent hereby declares (and each Chargor hereby acknowledges) that the covenants of each Chargor contained in this Debenture and the Security and other rights, titles and interests constituted by this Debenture and the assets and all other moneys, property and assets paid to the Canadian Collateral Agent or held by the Canadian Collateral Agent pursuant to or in connection with this Debenture are held by the Canadian Collateral Agent as a trustee for and on behalf of the Secured Parties on the basis of the duties, obligations and responsibilities set out in the Credit Agreement and the Canadian Collateral Agent shall have coupled duties, obligations or responsibilities (including without limitation but only to the extent permitted by law, any duties, obligations or responsibilities provided for pursuant to the terms of the Trustee Act 2000 or otherwise).

12.2 Statutory Powers Generally

The powers conferred on mortgagees or receivers (including administrative receivers) by the Act and the Insolvency Act shall apply to this Debenture except insofar as they are expressly or impliedly excluded and where there is any ambiguity or conflict between the powers contained in the Act and/or the Insolvency Act and those contained in this Debenture the terms of this Debenture shall (so far as the law allows) prevail. For the purposes of all powers implied by statute, the Secured Obligations are deemed to have become due and payable on the date of this Debenture.

12.3 Canadian Collateral Agent’s Powers

The restrictions contained in sections 93 and 103 of the Act shall not apply to the Security and the power of sale and other powers contained in section 101 of the Act and all other enforcement powers conferred in this Debenture with regard to the Security shall be immediately exercisable at any time after the occurrence and during the continuation of an Event of Default and shall be varied and extended so that the Canadian Collateral Agent shall at any such time be entitled (without prejudice to any other rights or powers of a mortgagee) to exercise any of the powers conferred upon a Receiver by Clause 10 and shall have the benefit of all the provisions of Clause 10.

26

12.4 Mortgagee in Possession

It is agreed and declared that no exercise (whether by the Canadian Collateral Agent or any Receiver) of any of the powers contained in this Debenture shall render the Canadian Collateral Agent or any Receiver liable as mortgagee in possession in respect of any of the Collateral or liable for any loss or damage (including, without limitation, loss upon realisation of any of the Collateral) save where caused by gross negligence or wilful default on the part of the Canadian Collateral Agent or any Receiver.

12.5 Protection for Third Parties

No person (including a purchaser) dealing with the Canadian Collateral Agent, any Receiver or any of their respective agents or nominees will be concerned to enquire:

(a) whether the Secured Obligations have become payable; or

(b) whether any power which the Canadian Collateral Agent or any Receiver is purporting to exercise has become exercisable; or

(c) whether any money remains due under the Loan Documents; or

(d) how any money paid to the Canadian Collateral Agent or any Receiver is to be applied.

In the absence of bad faith on the part of such purchaser or other person, such dealings shall be deemed, so far as regards the safety and protection of such purchaser or other person, to be within the powers conferred by this Debenture and to be valid accordingly. The remedy of each Chargor in respect of any impropriety or irregularity in the exercise of such power shall be in damages only.

12.6 Delegation

The Canadian Collateral Agent or any Receiver may at any time delegate by power of attorney or in any other manner to any person or persons any of the powers (including the power of attorney contained in Clause 14.1), authorities and discretions which are for the time being exercisable by the Canadian Collateral Agent or any Receiver under this Debenture in relation to the Collateral. Any such delegation may be made upon such terms (including power to sub delegate) and subject to such regulations as the Canadian Collateral Agent or Receiver may think fit. Neither the Canadian Collateral Agent nor any Receiver shall be in any way liable or responsible to the Chargors for any loss or damage arising from any act, default, omission or misconduct on the part of any such delegate or sub-delegate.

12.7 Suspense Accounts

The Canadian Collateral Agent and any Receiver may at any time and from time to time place and keep (for such time as it or he shall consider prudent) any monies received, recovered or realised from the Chargors or in relation to any Collateral pursuant to this Debenture in a separate suspense account (to the credit of either the Chargors or the Canadian Collateral Agent as the Canadian Collateral Agent shall think fit) without any intermediate obligation on its part to apply the same or any part thereof in or towards the discharge of the Secured Obligations provided that if such monies are at any time sufficient to discharge the Secured Obligations in full, they shall be promptly so applied.

27

12.8 Canadian Collateral Agent’s Power to Remedy Breaches

If at any time any Chargor fails to perform any of the covenants contained in this Debenture it shall be lawful for the Canadian Collateral Agent, but the Canadian Collateral Agent shall have no obligation, to take such action on behalf of the relevant Chargor (including, without limitation, the payment of money) as may in the Canadian Collateral Agent’s reasonable opinion be required to ensure that such covenants are performed. Any losses, costs, charges and expenses properly incurred by the Canadian Collateral Agent in taking such action shall be reimbursed by the relevant Chargor immediately on written demand.

12.9 No Liability

In the execution or purported execution of the trusts and powers conferred on it under this Debenture, the Canadian Collateral Agent shall not have any liability for any loss or damage arising by reason of any mistake or omission made in good faith or of any other act or omission, matter or thing whatever except for breach of trust arising from fraud, gross negligence or wilful misconduct on the part of the Canadian Collateral Agent. Without prejudice to the foregoing, if the Canadian Collateral Agent enters into possession of the Security Assets, it will not be liable to account as mortgagee in possession and may at any time at its discretion go out of such possession.

13. CONTINUATION AND PRESERVATION OF SECURITY

13.1 Subsequent Liens

If the Canadian Collateral Agent or any other Secured Party receives, or is deemed to be affected by, notice, whether actual or constructive, of, (a) any Lien other than a Permitted Lien affecting the Collateral and/or the proceeds of sale thereof, or (b) the occurrence of any event specified in Section 8.01(g) or (h) of the Credit Agreement, the Canadian Collateral Agent or such other Secured Party may open a new account or accounts for each Chargor in its books. If the Canadian Collateral Agent or such other Secured Party does not open a new account, it shall nevertheless be treated as if it had done so at the time when it received or was deemed to have received notice (unless it gives express notice to the contrary to the relevant Chargor). As from that time all payments made to the Canadian Collateral Agent or such other Secured Party will (in the absence of any express appropriation to the contrary) be credited or be treated as having been credited to the new account and will not operate to reduce the Secured Obligations.

13.2 Waiver of Defences

Each Chargor shall be deemed to be a principal debtor and the sole, original and independent obligor for the Secured Obligations and the Collateral shall be deemed to be a principal security for the Secured Obligations. The liability of each Chargor under this Debenture shall not be discharged, impaired or otherwise affected by any circumstance, act, omission, matter or thing which but for this provision might operate to reduce, release, prejudice or otherwise exonerate each Chargor from its obligations under the Loan Documents in whole or in part, including without limitation and whether or not known to any Loan Party, the Canadian Collateral Agent or any other person:

(a) the winding-up, dissolution, administration, re-organisation, amalgamation, merger or reconstruction of any Chargor or any other person or any change in its status, function, control or ownership; or

(b) any time, indulgence, concession, waiver or consent granted to, or composition with, any Chargor or any other person; or

28

(c) the release of any Chargor or any other person under the terms of any composition or arrangement with any creditor of any Chargor or any of its Affiliates; or

(d) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take-up or enforce, any rights against, or security over, the assets of any Chargor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to release or to realise the full value of any security; or

(e) any legal limitation, disability, incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of, or other circumstance relating to, any Chargor or any other person; or

(f) any variation (however fundamental and whether or not involving any increase in the liability of any Chargor or any other Loan Party thereunder) or replacement of any Loan Document or any other document or security; or

(g) any unenforceability, illegality, invalidity or frustration of any obligation of any Chargor or any other person under any Loan Document or any other document or security, or any failure of any Chargor or any other Loan Party to become bound by the terms of any other Loan Document, in each case whether through any want of power or authority or otherwise; or

(h) any postponement, discharge, reduction, non-provability or similar circumstances affecting any obligation of any Chargor or any other Loan Party under a Loan Document resulting from any insolvency, liquidation or dissolution proceedings or from any law, regulation or order,

so that each Chargor’s obligations under this Debenture remain in full force and effect and that this Debenture shall be construed accordingly as if there were no such circumstance, act, omission, matter or thing.

13.3 Immediate Recourse

Each Chargor waives any right it may have of first requiring the Canadian Collateral Agent (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security in respect of the Secured Obligations or claim payment from any person before enforcing the Security. This waiver applies irrespective of any law or provision of the Loan Documents to the contrary.

13.4 Non-competition

Subject as provided below, until the Canadian Collateral Agent is satisfied that all of the Secured Obligations have been unconditionally and irrevocably paid and discharged in full, no Chargor shall, by virtue of any payment made, security realised or moneys received or recovered under any of the Loan Documents for or on account of the liability of any Loan Party:

(a) be subrogated to any rights, security or moneys held, received or receivable by the Canadian Collateral Agent or any other Secured Party or be entitled to any right of contribution or indemnity; or

(b) claim, rank, prove or vote as a creditor of any Loan Party or its estate in competition with the Canadian Collateral Agent or any other Secured Party; or

29

(c) receive, claim or have the benefit of any payment, distribution or security from or on account of any Loan Party, or exercise any right of set-off against any Loan Party.

Each Chargor shall hold in trust for and forthwith pay or transfer to the Canadian Collateral Agent (acting as agent and trustee as aforesaid) any payment or distribution or benefit of security received by it contrary to the above. If any Chargor exercises any right of set-off contrary to the above it will forthwith pay an amount equal to the amount set off to the Canadian Collateral Agent (acting as agent and trustee as aforesaid). Notwithstanding the foregoing, following any enforcement of the Collateral by the Canadian Collateral Agent under this Debenture, each Chargor will (at its own cost) promptly take such steps or actions as are referred to above as the Canadian Collateral Agent may from time to time stipulate.

13.5 Security held by the Chargors

Each Chargor warrants that it has not taken, and agrees that it will not take, from any other Loan Party or any person party to any related security any Lien, guarantee, indemnity, bond or other assurance in respect of or in connection with its obligations under this Debenture. If any Chargor takes any such Lien, guarantee, indemnity, bond or other assurance in contravention of this Clause, it shall hold it on trust for the Secured Parties until such time as all of the Secured Obligations have been satisfied in full (and the Secured Parties are not under any further obligation, actual or contingent, to any Loan Party) and shall on request promptly deposit the same with and/or charge the same to the Secured Parties in such manner as the Canadian Collateral Agent may require as security for the due and punctual payment, performance and discharge by the Chargors of the Secured Obligations.

13.6 Continuing Security

The Security constituted by this Debenture shall be a continuing security and will extend to the ultimate balance of the Secured Obligations notwithstanding any interim or intermediate payment, discharge or settlement of account or other matter whatsoever and is in addition to and shall not merge with or otherwise prejudice or affect (or be prejudiced or affected by) the security constituted by any Lien, guarantee or other assurance now or hereafter held by the Canadian Collateral Agent or any right or remedy of the Canadian Collateral Agent in respect of the same and shall not be in any way prejudiced or affected by the invalidity thereof, or by the Canadian Collateral Agent now or hereafter dealing with, exchanging, releasing, modifying or abstaining from perfecting or enforcing any of the same, or any rights which it may now or hereafter have, or giving time for payment or indulgence or compounding with any other person liable.

14. POWER OF ATTORNEY

14.1 Appointment

Each Chargor, by way of security, hereby irrevocably appoints the Canadian Collateral Agent and the persons deriving title under it and separately any Receiver jointly or severally to be its attorney or attorneys for them (with full power of substitution and delegation) and in the name and on behalf and as its act and deed to sign, seal, execute, deliver, perfect and do all deeds, instruments, acts and things which may be required:

(a) for carrying out any obligations imposed on each Chargor by or pursuant to this Debenture;

(b) following the occurrence of an Event of Default that is continuing, for carrying any sale, lease or other dealing whatsoever by the Canadian Collateral Agent or Receiver into effect;

30

(c) following the occurrence of an Event of Default that is continuing, for conveying or transferring any legal estate or other interest in land or any other property whatsoever;

(d) following the occurrence of an Event of Default that is continuing, for getting in all or any part of the Collateral; and

(e) generally for enabling the Canadian Collateral Agent and any Receiver to exercise the respective powers, authorities and discretions conferred on them by or pursuant to this Debenture or by law.

The provisions of this Clause 14.1 shall take effect as and by way of variation to the provisions of sections 109(6) and 109(8) of the Act which provisions as so varied and extended shall be deemed incorporated in this Debenture as if they related to a receiver of the Collateral and not merely a receiver of the income thereof.

14.2 Ratification

Each Chargor covenants with the Canadian Collateral Agent and separately with any Receiver that, on request, it will ratify and confirm all security agreements, documents and acts and all transactions entered into by the Canadian Collateral Agent or any Receiver (or by each Chargor at the instance of the Canadian Collateral Agent or any Receiver) in the exercise or purported exercise of its or his powers set out in this Debenture and each Chargor irrevocably acknowledges and agrees that the power of attorney contained in Clause 14.1 is given to secure the proprietary interest of, and the performance of obligations owed to, the respective donees within the meaning of the Powers of Attorney Act 1971.

15. INDEMNITIES

15.1 General

The Chargors hereby unconditionally and irrevocably agree as primary obligors and not merely as surety to indemnify and hold harmless the Canadian Collateral Agent (and its nominees), each other Secured Party from time to time and any Receiver on demand against all losses, actions, claims, expenses, demands or liabilities whether in contract, tort, pursuant to breach of statute or otherwise now or hereafter properly incurred by any of them or by any of their respective managers, agents, officers or employees occasioned by any breach by any Chargor of any of its covenants or other obligations under this Debenture or otherwise arising out of or in connection with the Collateral or the Security.

15.2 Taxes

The Chargors agree to indemnify the Canadian Collateral Agent, each other Secured Party and any Receiver on demand against all present or future stamp, withholding or other taxes or duties and any penalties or interest with respect thereto which may be imposed by any competent authority in connection with the execution or enforcement of this Debenture or in consequence of any payment made pursuant hereto being impeached or declared void for any reason whatsoever.

16. WAIVERS AND REMEDIES

16.1 Waivers

No failure or delay by any Secured Party (or the Canadian Collateral Agent on their behalf) in exercising any right or remedy shall operate as a waiver thereof, nor shall any single or any partial exercise or waiver of any right or remedy preclude its further exercise or the exercise

31

of any other right or remedy as though no waiver had been made and no relaxation or indulgence granted. The rights and remedies provided in this Debenture are cumulative and not exclusive of any rights or remedies provided by law.

16.2 Severability

If any provision of this Debenture shall be prohibited, illegal, invalid or unenforceable under applicable law, it shall be ineffective only to such extent and in the relevant jurisdiction, without invalidating or otherwise detrimentally affecting the remainder of this Debenture.

17. REINSTATEMENT AND RELEASE

17.1 Reinstatement

Any settlement or discharge under this Debenture between the Chargors and the Canadian Collateral Agent or the Secured Parties (or any of them) shall be conditional upon no security or payment to the Canadian Collateral Agent or the Secured Parties (or any of them) by any Loan Party or any Chargor or any other person on behalf of any Loan Party or, as the case may be, any Chargor being avoided or set aside or ordered to be refunded or reduced by or pursuant to any applicable law or regulation and, if such condition is not satisfied, the Canadian Collateral Agent and/or the Secured Parties shall be entitled to recover from the Chargors on demand the value of any such security or the amount of any such payment as if such settlement or discharge had not occurred. The Canadian Collateral Agent or any other Secured Party may concede or compromise any claim that any payment, security or other disposition is liable to avoidance or restoration.

17.2 Release

(a) Once all the Secured Obligations have been paid in full and neither the Canadian Collateral Agent nor any other Secured Party has any contingent liability to advance further monies to, or incur liability on behalf of, the Chargors or any other Loan Party, the Canadian Collateral Agent and each other Secured Party shall, at the request and cost of the Chargors, promptly take any action which may be necessary to release, discharge and reassign the Collateral from the Security.

(b) On the completion of the sale or disposal of any Collateral in accordance with the terms of the Loan Documents, the Canadian Collateral Agent hereby agrees with the Chargors that, upon at least three Business Days’ prior written request from the Chargors, it shall release, discharge or reassign (as the case may be) the Collateral being so sold or disposed of from the Security, provided that each Chargor has certified to the Canadian Collateral Agent that the sale or disposition is made in compliance with the provisions of the Loan Documents, and that:

(i) the Canadian Collateral Agent shall not be required to execute any such release, discharge or reassignment on terms which, in the Canadian Collateral Agent’s reasonable opinion, would expose the Canadian Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Security without recourse or warranty; and

(ii) such release, discharge or reassignment shall not in any manner discharge, affect or impair the Secured Obligations or the Security upon (or obligations of the Chargors in respect of) all interest retained by the Chargors, including the proceeds of sale, all of which shall continue to form part of the Security.

32

18. CURRENCY

Any amount received or recovered by the Canadian Collateral Agent (as agent and trustee as aforesaid) in respect of any sum expressed to be due to it from the Chargors under this Debenture in a currency other than the currency (the “contractual currency”) in which such sum is so expressed to be due (whether as a result of, or of the enforcement of, any judgment or order of a court or tribunal of any jurisdiction, the winding-up of any Chargor or otherwise) shall only constitute a discharge to the Chargors to the extent of the amount of the contractual currency that the Canadian Collateral Agent is able, in accordance with its usual practice, to purchase with the amount of the currency so received or recovered on the date of receipt or recovery (or, if later, the first date on which such purchase is practicable). If the amount of the contractual currency so purchased is less than the amount of the contractual currency so expressed to be due the Chargors shall fully indemnify the Canadian Collateral Agent against any loss sustained by it as a result, including the cost of making any such purchase.

19. LAND REGISTRY

19.1 Unregistered Property

In the case of any Property which is not registered at the Land Registry and is not required to be so registered, the relevant Chargor will promptly apply to register this Debenture and the Security at the Land Charges Registry.

19.2 Existing and Future Property

In respect of any Property the title to which is registered at the Land Registry and in respect of any other registered titles against which this Debenture may be registered or noted, including any Property which will be subject to compulsory first registration by virtue of this Debenture, the relevant Chargor shall promptly:

(a) apply to the Land Registry for first registration of future Property (if it is not already so registered) and registration of the relevant Chargor as proprietor of that Property;

(b) apply to the Land Registry to register the first legal mortgage created by paragraph (a) of Clause 3.1 and all other Security;

(c) submit to the Land Registry the duly completed Form RX1 requesting a restriction in the following terms to be entered on the register of the title to that Property in respect of the Security created by paragraph (a) of Clause 3.1:

“No disposition of the registered estate by the proprietor of the registered estate or by the proprietor of any registered charge is to be registered without a written consent signed by the proprietor for the time being of the charge dated [            ] in favour of [            ]”;

(d) apply to the Land Registry to register the first fixed charge created by paragraph (a) of Clause 3.1; and

(e) pay all appropriate registration fees,

or, if the Canadian Collateral Agent gives notice to UK Holdings that the Canadian Collateral Agent will submit the relevant forms to the Land Registry, the relevant Chargor shall promptly provide the Canadian Collateral Agent with all duly completed forms reasonably requested by the Canadian Collateral Agent and all appropriate registration fees.

33

19.3 Legal Charge

As security for the Secured Obligations, each Chargor shall, subject to the terms of this Debenture, promptly execute and deliver to the Canadian Collateral Agent such legal charge of such of its Property situated in England and Wales from time to time as the Canadian Collateral Agent reasonably requires save to the extent such Property is effectively charged by way of first legal mortgage and all appropriate registrations have been completed. The relevant Chargor shall apply, as soon as reasonably practicable (and in any event within any applicable legal time limit for such registrations), for registration of any such legal charge in the same way as set out in paragraph (a)-(e) of Clause 19.2 unless the Canadian Collateral Agent gives notice to that Chargor in relation to registration of such legal charge in the same way as set out in Clause 19.2. Any security document required to be executed by a Chargor pursuant to this Clause 19.3 will contain Clauses corresponding to the provisions set out in this Debenture.

19.4 Title Information Document

On completion of the registration of any Security pursuant to this Clause 19, the relevant Chargor shall promptly supply to the Canadian Collateral Agent a certified copy of the relevant Title Information Document issued by the Land Registry.

19.5 Exempt Information

The Chargors agree not to lodge the Credit Agreement, any other Loan Document or any other incorporated document at the Land Registry without the Canadian Collateral Agent’s consent. If the Land Registry requests any such document to be lodged with it by formal requisition or otherwise the Chargors agree not to lodge such document without an application on Form EX1 in form satisfactory to the Canadian Collateral Agent to treat that document as an exempt information document.

20. NOTICES

20.1 General

Any demand, notice or other communication or document to be made on or delivered to the Chargors under this Debenture or in respect of the Secured Obligations shall be made or delivered by fax or otherwise in writing and shall be treated as having been served if served in accordance with Clause 20.2. Each demand, notice, communication or other document to be made on or delivered to any party to this Debenture may (unless that party has by 10 Business Days’ written notice to the other party or parties specified another address or fax number) be made or delivered to that other person at the address or fax number set out under its name at the end of this Debenture (or in the case of any Subsidiary incorporated under the laws of England and Wales which grants security over its assets in favour of the Canadian Collateral Agent by executing an Accession Deed, the address or fax number set out in the relevant Accession Deed).

20.2 Mode of Service

Service of any demand, notice, communication or other document to be made or delivered under this Debenture may be made:

(a) by leaving it at the relevant address for service referred to in Clause 20.1;

34

(b) by sending it by pre-paid first class letter (or by airmail if to or from an address outside the United Kingdom) through the post to the relevant address for service referred to in Clause 20.1; or

(c) by fax to the relevant fax number referred to in Clause 20.1 and so that any fax shall be deemed to be in writing and, if it bears the signature of the server or its authorised representative or agent, to have been signed by or on behalf of the server.

20.3 Deemed Service

Any demand, notice, communication or other document from the Chargors shall be irrevocable and shall not be effective until its actual receipt by the Canadian Collateral Agent. Any other demand, notice, communication or other document shall be served or treated as served at the following times:

(a) in the case of service personally or in accordance with Clause 20.2(a), at the time of such service;

(b) in the case of service by post, at 9.00am on the working day next following the day on which it was posted or, in the case of service to or from an address outside the United Kingdom, at 9.00am on the fourth working day following the day on which it was posted; and

(c) in the case of service by fax, if sent before 9.00am on a working day, at 11.00am on the same day, if sent between 9.00am and 5.30pm on a working day, two hours after the time of such service or, if sent after 5.30pm on a working day, or if sent on a day other than a working day, at 9.00am on the next following working day.

For the purpose of this Clause 20 the term “working day” shall mean a day (other than a Saturday or a Sunday or a bank or public holiday) upon which the recipient of any demand, notice, communication or other document is normally open for business in the country of its address for service referred to in Clause 20.1 and references to any time of day shall be construed as references to the time of day in such country.

20.4 Proof of Service

In proving service of a demand, notice, communication or other document served:

(a) by post, it shall be sufficient to prove that such demand, notice, communication or other document was correctly addressed, full postage paid and posted; and

(b) by fax, it shall be sufficient to prove that the fax was followed by such machine record as indicates that the entire fax was sent to the relevant number.

21. SET OFF

(a) Any Secured Party may at any time after an Event of Default has occurred and is continuing without giving notice to any Chargor:

(i) set off or otherwise apply sums standing to the credit of a Chargor’s accounts with that Secured Party (irrespective of the terms applicable to those accounts and whether or not those sums are then due for repayment to that Secured Party); and

35

(ii) set off any other obligations (whether or not then due for performance) owed by that Secured Party to a Chargor, in each case against any liability of that Chargor to the relevant Secured Party under the Loan Documents.

(b) A Secured Party may exercise its rights under Clause 21(a) notwithstanding that the amounts concerned may be expressed in different currencies and each Secured Party is authorised to effect any necessary conversions at a market rate of exchange selected by it in its absolute discretion.

(c) If the relevant obligation or liability is unliquidated or unascertained, the Secured Party may set off the amount which it estimates (acting reasonably and in good faith) will be the final amount of that obligation or liability once it becomes liquidated or ascertained.

22. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

(a) Except as expressly provided in this Debenture, the parties do not intend that any term of this Debenture shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise by any person who is not a party hereto.

(b) The parties may rescind, vary, waive, restore, assign, novate or otherwise dispose of all or any of their respective rights or obligations under this Debenture without the consent of any person who is not a party hereto.

23. ASSIGNMENTS AND TRANSFERS

(a) No Chargor shall be entitled to assign or transfer all or any of its rights or obligations under this Debenture.

(b) The Canadian Collateral Agent may at any time assign or otherwise transfer all or any part of its rights under this Debenture in accordance with the Loan Documents and each Chargor authorises the Canadian Collateral Agent to execute on its behalf any document required to effect the necessary transfer of rights and obligations.

(c) Each Chargor consents to new Subsidiaries becoming Chargors as contemplated by Clause 24 and irrevocably appoints UK Holdings as its agent for the purposes of executing any Accession Deed on its behalf.

24. ACCESSION OF SUBSIDIARY GUARANTORS

UK Holdings will procure that each Subsidiary which is required to do so by the terms of the Credit Agreement executes an Accession Deed (subject to such amendments as may be required to ensure that no breach of law or regulation occurs as a result) and (if required) amends its articles of association to remove any restriction on the transferability of such Subsidiary’s share upon the enforcement of the Security in respect thereof granted to the Canadian Collateral Agent.

25. GOVERNING LAW

25.1 Governing Law

This Debenture and the rights and obligations of the parties to this Debenture are governed by and shall be construed in accordance with English law.

36

IN WITNESS whereof the Chargors have duly executed this Debenture as a deed and intend to deliver and hereby delivers the same on the date first above written and, before such delivery, this Debenture has been duly signed on behalf of the Canadian Collateral Agent, in the manner appearing below.

37

Address:	677 Washington Boulevard Stamford, Connecticut 06901
Fax:	(203) 719-3888
Attention:	Sailoz Sikka

Debenture

SCHEDULE 1

Chargors

SGS-UK Limited	05473088
MCG Graphics Limited	00631503

38

SCHEDULE 2

Contracts

None at the date of this Debenture

39

SCHEDULE 3

Receivables Account(s)

Name of Chargor Name and address of
entity at which
account is held Account
Number Sort Code Type of
Account

None at the date of this Debenture

40

SCHEDULE 4

Details of Policies

Name of Chargor Insurer Policy No. Type of Account

None at the date of this Debenture

41

SCHEDULE 5

Assignments

Part A1

Form of Notice of Assignment of Receivables

To: · [Debtor/Third Party]

· [Address]

· [Date]

Dear Sirs

We hereby give you notice that we have assigned by way of security pursuant to the terms of a debenture dated · [Date] (such debenture, as the same may from time to time be amended, varied, supplemented, novated or replaced being referred to as the “Debenture”) between ourselves and UBS AG, Stamford Branch (or any successor or replacement thereof) as agent and trustee for and on behalf of certain secured creditors (the “Canadian Collateral Agent”) all our rights, title and interest in and to the[·].

We irrevocably and unconditionally instruct and authorize you (notwithstanding any previous instructions which we may have given you to the contrary and without requiring you to make any reference to or seek any further authority from us or to make any enquiry as to the justification for or validity of any notice, statement, requirement or direction) as follows:

(i) to disclose to the Canadian Collateral Agent such information relating to the [debt/agreement] as the Canadian Collateral Agent may, at any time and from time to time, request you to disclose to it; and

(ii) to make all payments under or arising from the [debt/agreement] to the Canadian Collateral Agent or to its order and otherwise to comply with the terms of any written notice, statement or instructions which you receive at any time from the Canadian Collateral Agent and which in any way relate to or purport to relate to the Debenture or the [debt/agreement].

You should note that, by virtue of the assignment by way of security comprised in the Debenture to which reference is made above:

1. all remedies under or in relation to the [debt/agreement] or available at law or in equity in respect thereof are exercisable by the Canadian Collateral Agent;

2. all rights to compel performance of the [specify relevant obligations] are exercisable by the Canadian Collateral Agent; and

3. all rights, title and interest whatsoever accruing to or for the benefit of ourselves arising from the [debt/agreement] belong to the Canadian Collateral Agent.

The terms of and the instructions and authorisations contained in this letter shall remain in full force and effect until the Canadian Collateral Agent gives you notice to the contrary.

This letter shall be governed by and construed in accordance with English law.

42

Please acknowledge receipt of this letter and your acceptance of its terms and the instructions and authorisations contained in it by signing the attached form of acknowledgement and agreement and returning it to UBS AG, Stamford Branch (marked for the attention of · [Contact] at · [Address]).

Yours faithfully

For

· [Chargor]

43

Part A2

Form of Acknowledgement and Agreement

To: · [Canadian Collateral Agent]

· [Address]

Attention:

· [Date]

Dear Sirs

We acknowledge receipt of a notice dated · [Date] and addressed to us by · (the “Assignor”) regarding the [debt/agreement] referred to in such notice and we hereby acknowledge our acceptance of the terms of and the instructions and authorisations contained in that notice.

We acknowledge and confirm that:

(a) we have not received notice that any third party has or may have any rights, title or interest in or to, or has made or may be making any claim or demand or taking any action in respect of, the [debt/agreement];

(ii) no amendment, waiver or release of any rights, title or interest of the Assignor in or to the [debt/agreement] shall be effective without your prior written consent; and

(iii) no termination of any such rights, title or interest in or to the [debt/agreement] shall be effective unless we have given you 30 days early written notice of the proposed termination and specifying the action necessary to avoid such termination; furthermore we confirm that no breach or default on the part of the Assignor of any of the terms of the [agreement giving rise to the debt/agreement] shall be deemed to have occurred unless we have given notice of such breach to you specifying how to make good such breach.

[FOR DEBTS] [We further confirm that we shall not make or exercise any claims or demands, rights of combination, consolidation or set-off or any other equities which we may have in respect of such debt and we shall send you copies of all statements, orders and notices given by us relating to such debt.]

We undertake that, if we become aware at any time that any person or entity other than yourselves has or may have any rights, title or interest in or to, or has or may be making any claim or demand or taking any action in respect of, the [debt/agreement] we will immediately give written notice to you of the terms of such rights, title, interest, claim, demand or action.

44

For

· [Debtor/Third Party]

45

Part B1

Form of Notice of Assignment of Insurances

To: · [Insurer]

· [Address]

· [Date]

Dear Sirs

Policy number ·

We hereby give you notice that pursuant to the terms of a debenture (the “Debenture”) dated · [Date] and made between ourselves and UBS AG, Stamford Branch in its capacity as Canadian Collateral Agent for and on behalf of certain secured creditors (the “Canadian Collateral Agent”) we have assigned by way of security all our interest (including the benefit of all monies owing or to become owing to us and all interest therein) of the above policy (the “Policy”) to the Canadian Collateral Agent.

We irrevocably and unconditionally authorize you to issue a letter of undertaking to the Canadian Collateral Agent, in the form attached, which, inter alia, confirms your agreement to the above and authorises you to disclose such information relating to the Policy and the proceeds of any claim under it as the Canadian Collateral Agent may at any time request you to disclose and, after the occurrence of an Event of Default (as such term is defined in the Debenture) which is continuing, to:

(a) make all payments under or arising from the Policy to the Canadian Collateral Agent or to its order (save for all proceeds which we are legally obliged to pay to our employees or any other person other than ourselves in respect of whom the Policy was taken out); and

(iv) otherwise comply with the terms of any written notice or instructions which you receive at any time from the Canadian Collateral Agent in connection with the Policy or any such proceeds.

In addition, we hereby request that, with effect from today’s date, the Canadian Collateral Agent be noted on the Policy as first loss payee.

The terms of and the instructions and authorisations contained in this letter shall remain in full force and effect until the Canadian Collateral Agent gives you notice to the contrary.

Please acknowledge receipt of this letter by signing the attached form of acknowledgement and agreement and returning it to UBS AG, Stamford Branch (marked for the attention of: · [Contact]) at · [Address]

Yours faithfully

for

· [Chargor]

46

Part B2

Form of Acknowledgement

To: · [Canadian Collateral Agent]

· [Address]

· [Date]

Attention: ·

Dear Sirs

We acknowledge receipt of a notice dated · [Date] and addressed to us by · [Chargor] (the “Assignor”) regarding policy number • (the “Policy”) and acknowledge the instructions and authorisations contained in that notice.

We acknowledge and confirm that:

(1) we shall forthwith endorse a memorandum on the Policy noting your interest as assignee and first loss payee;

(2) we shall disclose to you without further reference to or authority from the Assignor such information relating to the Policy as you may at any time reasonably request;

(3) after you have notified us of the occurrence of an Event of Default (as such term is used in the notice referred to above) which is continuing and unless you notify us in writing to the contrary, all payments in respect of claims under the Policy shall only be paid to you at the account which you shall notify to us at that time and we shall otherwise comply with the terms of any written notice or instructions which we receive at any time from you in connection with the Policy or any such proceeds;

(4) we have not received notice that any third party has or may have any rights, title or interest in or to, or has made or may be making any claim or demand or taking any action in respect of, the Policy;

(5) no change in any of the terms of the Policy shall be effective without the prior written consent of Canadian Collateral Agent we shall advise you at least 30 days before any cancellation of the Policy; and

(6) we shall advise you immediately of any default in the payment of any premium payable in respect of the Policy and shall allow 30 days during which payment of such premium shall be accepted, such that the Policy shall continue in full force and effect if made by · [Canadian Collateral Agent] on behalf of the Assignor and/or any other insured party.

47

Yours faithfully

for

· [Insurer]

48

Form of Endorsement

Notwithstanding any other provision of this policy, the following endorsement will take effect immediately:

(1) By an assignment of insurances effected by the Insured pursuant to a debenture dated · [Date] in favour of · [Canadian Collateral Agent] in its capacity as Canadian Collateral Agent for and on behalf of certain secured creditors (the “Canadian Collateral Agent”) the Insured granted to the Canadian Collateral Agent all its right, title and benefit in and to the proceeds of this insurance and all the benefits thereof.

(2) Following the occurrence and during the continuation of an Event of Default, all claims in respect of loss or damage, if any, payable under this policy (save for all proceeds which the Insured is legally obliged to pay to its employees or any other person other than itself in respect of whom the Policy was taken out) shall be paid first to the Canadian Collateral Agent who is the first loss payee under the policy.

49

SCHEDULE 6

Securities

Name of Chargor	Name of Subsidiary	Number of Shares	Class
SGS-UK Holdings Limited	SGS-UK Limited	60,000	Ordinary

50

SCHEDULE 7

Part 1

Form of Account Notice

To: [·] [Third Party Bank]

[·] [Address]

[·] [Date]

Dear Sirs

We refer to the account in our name and maintained with you, designated “[•] Account” under account No. [•] (the “Account”).

We hereby give you notice that we have charged by way of a first fixed charge and assigned by way of security pursuant to a debenture dated, 2005 (such debenture, as the same may from time to time be amended, varied, supplemented, novated or replaced being referred to as the “Debenture”) between ourselves and UBS AG, Stamford Branch (or any successor or replacement thereof) as agent and trustee for and on behalf of certain secured creditors (the “Canadian Collateral Agent”) all our rights, title and interest in and to the Account and the monies from time to time standing to its credit.

We irrevocably and unconditionally instruct and authorize you (notwithstanding any previous instructions which we may have given you to the contrary and without requiring you to make any reference to or seek any further authority from us or to make any enquiry as to the justification for or validity of any notice, statement, requirement or direction) as follows:

1. to disclose to the Canadian Collateral Agent such information relating to the Account as the Canadian Collateral Agent may, at any time and from time to time, request you to disclose to it;

(iii) subject to the Canadian Collateral Agent’s written directions, to hold all monies standing to the credit of the Account to the order of the Canadian Collateral Agent;

(iv) at any time and from time to time upon receipt by you of written instructions from the Canadian Collateral Agent (including, for the avoidance of doubt, by way of facsimile transmission) to credit and debit the Account (as the case may require) and to act in accordance with such instructions (which instructions may be given by the Canadian Collateral Agent at any time following the occurrence of an Event of Default (as such term is defined in the Debenture)); and

(v) to comply with the terms of any written notice, statement or instructions (including, for the avoidance of doubt, by way of facsimile transmission) which you receive at any time from the Canadian Collateral Agent in accordance with paragraph 3 above and which in any way relate to or purport to relate to any of the Debenture, the Account and the monies standing to the credit thereof from time to time.

51

The instructions and authorisations which are contained in this letter shall remain in full force and effect until the Canadian Collateral Agent gives you written notice revoking them.

In any circumstances where you are required under the terms of this letter to act on the instruction of the Canadian Collateral Agent, you shall act only on the instruction of such person or persons as the Canadian Collateral Agent may from time to time designate and notify to you.

This letter shall be governed by and construed in accordance with English law.

Please acknowledge receipt of this letter by signing the attached form of acknowledgement and agreement and returning it to UBS AG, Stamford Branch (marked for the attention of: • [Contact]) at • [Address]

Yours faithfully

for and on behalf of

[Chargor]

52

Part 2

Form of Acknowledgement and Agreement

To: [·] [The Canadian Collateral Agent]

[·] [Address]

[·] [Date]

Dear Sirs

We acknowledge receipt of a notice dated [•] and addressed to us by • [Chargor] (the “Assignor”) regarding the account mentioned in such notice (the “Account”) and we accept the instructions and authorisations contained in such notice.

We acknowledge and confirm that:

1. we do not have and, until you give us notice in writing (including, for the avoidance of doubt, by way of facsimile transmission) that the Account and the monies from time to time standing to the credit thereof have been reassigned and released to the Assignor, will not make or exercise any claims or demands, rights of combination, consolidation or set-off or any other equities against the Assignor in respect of the Account and the monies from time to time standing to the credit thereof save for fees and charges payable to us for the operation of the Account; and

2. we have not received any notice that any third party has or may have any rights, title or interest in or to, or has made or may be making any claim or demand or taking any action against, the Account and the monies from time to time standing to the credit thereof.

We undertake that, if we become aware at any time that any person or entity other than yourselves has or may have any rights, title or interest in or to, or has or may be making any claim or demand or taking any action against, the Account, we will immediately give written notice to you of the terms of such rights, title or interest, claim, demand or action.

We confirm that, until you give us notice in writing (including, for the avoidance of doubt, by way of facsimile transmission) that the Assignor may no longer do so (which notice may be given by you at any time following the occurrence of an Event of Default (as such term is used in the notice referred to above)), the Assignor may continue to make transfers or withdrawals from the Account without your prior written authority.

Yours faithfully

for and on behalf of

[Third Party Bank]

53

SCHEDULE 8

Property

Part 1

Registered Land

(Freehold or leasehold property in England and Wales of which the Chargors are registered as the proprietors at H.M. Land Registry)

County and District/London Borough Freehold/Leasehold Title Number Description of Property

None at the date of this Debenture

Part 2

Unregistered Land

(Freehold or leasehold property in England and Wales title to which is not registered at H.M. Land Registry of which the Chargors are the owners)

The Freehold/leasehold property known as: • and comprised in the following title deed(s) or other documents of title:

Date	Parties	Document
None at the date of this Debenture

Part 3

Other Immovable Property

Date	Document	Parties	Description of Property
None at the date of this Debenture

54

SCHEDULE 9

Form of Accession Deed

THIS ACCESSION DEED is made on •

BETWEEN:

(1) • Limited (a company incorporated in England and Wales with registered number •) (the “New Chargor”);

(2) SGS-UK Holdings Limited a company incorporated in England and Wales with registered number 05429840) (“UK Holdings”) for itself and as agent for and on behalf of each of the existing Chargors; and

(3) UBS AG, Stamford Branch as collateral agent and trustee for itself and the Secured Parties (the “Canadian Collateral Agent”).

BACKGROUND:

This deed is supplemental to a debenture dated [            ] December, 2005 between, inter alia, UK Holdings and the Canadian Collateral Agent, as previously supplemented and amended by earlier Accession Deeds (if any) the “Debenture”.

NOW THIS DEED WITNESSES as follows:

1. INTERPRETATION

Terms defined in the Debenture have the same meaning when used in this Accession Deed.

2. CONSTRUCTION

Clauses 1.2 (Interpretation) to 1.18 (Perpetuity Period) of the Debenture will be deemed to be set out full in this Accession Deed, but as references in those clauses to the Debenture were references to this Accession Deed.

3. ACCESSION OF NEW CHARGING COMPANY

The New Chargor agrees to be a Chargor for the purposes of the Debenture with immediate effect and agrees to be bound by all of the terms of the Debenture as if it had originally been a party to it as a Chargor.

4. COVENANT TO PAY

The New Chargor as primary obligor covenants with the Canadian Collateral Agent (for the benefit of itself and the other Secured Parties) that it will satisfy on demand the Secured Obligations when it falls due for payment.

5. SPECIFIC CHARGES

[Charging clauses of Debenture to be mirrored here on finalization].

6. FLOATING CHARGE

[Charging clauses of Debenture to be mirrored here on finalization].

55

7. ASSIGNMENTS BY WAY OF SECURITY

[Charging clauses of Debenture to be mirrored here on finalization].

8. CONSTRUCTION OF DEBENTURE

The Debenture and this Accession Deed shall be read together as one instrument on the basis that references in the Debenture to “this Debenture” will be deemed to include this Accession Deed.

9. CONSENT OF EXISTING CHARGORS

The existing Chargors agree to the terms of this Accession Deed and agree that its execution will in no way prejudice or affect the security granted by each of them under (and covenants given by each of them in) the Debenture.

10. NOTICES

The New Chargor confirms that its address details for notices in relation to the Debenture are as follows:

Address:	·
Facsimile:	·
Attention:	·

11. LAW

This Accession Deed (and any dispute, controversy, proceedings or claims of whatever nature arising out of or in any way relating to this deed) shall be governed by, and construed in accordance with, English law.

IN WITNESS whereof this Accession Deed has been duly executed on the date first above written.

56

SCHEDULE 1

Contracts

[    ]

SCHEDULE 2

Receivables Account(s)

[    ]

SCHEDULE 3

Details of Policies

[    ]

SCHEDULE 4

Securities

[    ]

SCHEDULE 5

Property

1 DEBENTURE

THE NEW CHARGOR

EXECUTED and DELIVERED as a DEED by

[                    ]

acting by:

Director

Director/Secretary

UK HOLDINGS

EXECUTED and DELIVERED as a DEED by

SGS-UK HOLDINGS LIMITED

acting by:

Director

Director/Secretary

CANADIAN COLLATERAL AGENT

EXECUTED and DELIVERED as a DEED by

UBS AG, STAMFORD BRANCH

acting by its duly authorised signatory:

2

SIGNATORIES

THE CHARGOR

EXECUTED and DELIVERED as a DEED by

SGS-UK HOLDINGS LIMITED

acting by:

Director

Director/Secretary

Address:

Fax:

Attention:

3

THE CANADIAN COLLATERAL AGENT

SIGNED for and on behalf of

UBS AG, STAMFORD BRANCH

acting by its duly authorised signatory:

Address:

Fax:

Attention:

1 DEBENTURE

EX-10.12

Exhibit 10.12

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of December 30, 2005 between Henry R. Baughman (the “Executive”) and SGS International, Inc., a Delaware corporation (the “Company”), recites and provides as follows:

WHEREAS, the Board of Directors of the Company (the “Board”) and the Executive wish to set forth the terms of Executive’s employment with the Company; and

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein, the receipt and sufficiency of which are hereby acknowledged by each of the parties, the Company and the Executive agree as follows:

1. Employment.

(a) Position. On the terms and subject to the conditions set forth herein, the Company agrees to employ the Executive as Chief Executive Officer throughout the Employment Term (as defined below). At the request of the Board and without additional compensation, the Executive shall also serve as an officer and/or director of any or all of the subsidiaries of the Company.

(b) Duties and Responsibilities. The Executive shall have such duties and responsibilities that are consistent with the Executive’s position as the Board determines and shall perform such duties and carry out such responsibilities to the best of the Executive’s ability for the purpose of advancing the business of the Company and its subsidiaries. Subject to the provisions of Section 1(c) below, during the Employment Term the Executive shall devote the Executive’s full business time, skill and attention to the business of the Company and its subsidiaries, and, except as specifically approved by the Board, shall not engage in any other business activity or have any other business affiliation.

(c) Other Activities. Anything in this Agreement to the contrary notwithstanding, as part of the Executive’s business efforts and duties on behalf of the Company, the Executive may participate in social, charitable and civic activities, and, if specifically approved by the Board, the Executive may serve on the boards of directors of other companies, provided that such activities do not unreasonably interfere with the performance of and do not involve a conflict of interest with the Executive’s duties or responsibilities hereunder.

2. Employment Term. The “Employment Term” hereunder shall commence on the date set forth above and shall continue in full force and effect until the third (3rd) anniversary of the date hereof unless terminated earlier pursuant to the terms and conditions of this Agreement. The Employment Term will renew hereunder automatically for successive one-year periods unless either party gives written notice to the other not less than ninety (90) days prior to the end of Employment Term hereof (or any subsequent anniversary, as the case may be) that such party does not wish the Employment Term to be so extended, and under such circumstances, the Employment Term and this Agreement will terminate by its terms, and without liability to either party, on the fourth anniversary of the date hereof (or such subsequent anniversary, as the case may be).

3. Compensation. During the Employment Term, the Company will pay and/or otherwise provide the Executive with compensation and related benefits as follows:

(a) Base Salary. The Company agrees to pay the Executive, for services rendered hereunder, an initial base salary at the annual rate of $241,440 (the “Base Salary”). Base Salary will be reviewed annually throughout the Employment Term by the Board or the Compensation Committee of the Board. The Base Salary shall be payable in equal periodic installments, less any sums which may be required to be deducted or withheld under applicable provisions of law. The Base Salary for any partial year shall be prorated based upon the number of days elapsed in such year.

(b) Bonus Plans. The Executive shall be eligible to participate in the Company’s bonus plans for senior management with an annual incentive target of fifty percent (50%) of Base Salary (“Incentive Payment”), subject to achievement of such program’s objectives and final approval of the Board.

(c) Benefits. During the Employment Term (and thereafter to the extent expressly provided herein), the Executive shall be entitled to participate in all of the Company’s employee benefit plans applicable to the Company’s comparable senior executives according to the terms of those plans.

4. Termination of Employment.

(a) By the Company For Cause. The Company may terminate the Executive’s employment under this Agreement at any time for Cause (as defined in Section 4(e)) and shall provide written notice of termination to the Executive (which notice shall specify in reasonable detail the basis upon which such termination is made). In the event the Executive’s employment is terminated for Cause, all provisions of this Agreement (other than Sections 5 through 14 hereof) and the Employment Term shall be terminated. Upon termination for Cause, the Executive shall be entitled to payment of the Executive’s earned and unpaid Base Salary to the date of termination.

(b) Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and earned and unpaid Base Salary to the date of death shall be paid to the Executive’s surviving spouse or, if none, the Executive’s estate, and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period of one hundred eighty (180) days, the Company may terminate this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the last sentence of this subsection (b)) and accrued and unpaid Base

-2-

Salary to the date of termination. The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year.

(c) By the Company Without Cause.

(i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s death or disability. The Company shall provide written notice of termination to the Executive, which notice shall specify the effective date of such termination and that the termination is without Cause (the “Termination Date”). If the Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder. Thereafter, conditioned upon the Executive executing and not revoking a general release in favor of the Company, the Board and their affiliates, in a form acceptable to the Company, the Company shall pay the Executive the amounts set forth in this subsection (c). Under such circumstances, the Company shall pay the Executive an amount equal to fifty percent (50%) of the Executive’s Base Salary for a period of twenty-four (24) months (the “Termination Period”), in such periodic installments as were being paid immediately prior to the Termination Date.

(ii) The Company shall pay the Executive, on the date the Executive would otherwise be paid the Incentive Payment, an amount equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of complete months in the Termination Period and the denominator of which is 12.

(iii) The Company shall also be obligated to pay to the Executive earned and unpaid Base Salary to the Termination Date.

(iv) During the Termination Period, the Executive and the Executive’s dependents will be entitled to continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974) in which the Executive and the Executive’s dependents participated on the Executive’s Termination Date with respect to any such plans for which such continued participation is allowed pursuant to applicable law and the terms of the plan. Notwithstanding the foregoing, the coverage or reimbursements for coverage provided under this subsection (iv) shall cease if the

-3-

Executive and/or the Executive’s dependents become covered under an employee welfare benefit plan of another employer of the Executive that provides the same or similar type of benefits.

(d) By the Executive. The Executive may terminate the Executive’s employment, and any further obligations which the Executive may have to perform services on behalf of the Company hereunder at any time after the date hereof; by sending written notice of termination to the Company not less than thirty (30) days prior to the effective date of such termination. During such thirty (30) day period, at the election of the Company, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder. Except as provided below, if the Executive shall elect to terminate the Executive’s employment hereunder (other than as a result of the Executive’s death or disability), then the Executive shall be entitled to receive accrued and unpaid Base Salary to the date of termination, but the Company shall have no further obligation to make payments or provide benefits to the Executive under Section 3 hereof. Anything in this Agreement to the contrary notwithstanding, the termination of the Executive’s employment by the Executive for Good Reason (as defined in Section 4(e)), shall be deemed to be a termination of the Executive’s employment without Cause by the Company for purposes of this Agreement, and the Executive shall be entitled to the payments and benefits set forth in Section 4(c) above, subject to the Executive executing and not revoking a general release in favor of the Company, the Board and their affiliates, in a form acceptable to the Company. Notwithstanding the foregoing, in no event shall any termination of employment by the Executive be deemed for Good Reason unless the Executive terminates employment within thirty (30) days of when the Executive learns of the act or conduct that constitutes Good Reason.

(e) Definitions. For purposes of this Agreement, the following definitions will apply:

(i) Cause. The term “Cause” means: (i) gross or willful misconduct; (ii) willful and repeated failure to comply with the lawful directives of the Board or any supervisory personnel; (iii) any criminal act or act of dishonesty or willful misconduct any act of fraud, dishonesty or misappropriation involving the Company or its subsidiaries; (iv) any conviction or plea of guilty or nolo contendere to a felony or a crime involving dishonesty; (v) the breach of the terms of any confidentiality, non-competition, non-solicitation or employment agreement the employee has with the Company or its subsidiaries; (vi) the material failure to perform the duties and responsibilities of employee’s position after written notice and a reasonable opportunity to cure (not to exceed 30 days); (vii) grossly negligent conduct; or (viii) activities materially damaging to the property, operations, business or reputation of the Company or its subsidiaries. As used herein, ‘material failure’ shall mean a significant or substantial failure to perform or a failure to perform which has a material adverse effect on the business, operations, prospects or financial condition of the Company.

(ii) Good Reason. “Good Reason” means, after written notice by the Executive to the Board, and a reasonable opportunity for the Company to cure

-4-

(not to exceed 30 days), that (i) the Executive’s Base Salary is not paid or is reduced by more than 10 percent in the aggregate or other than as part of a salary reduction program pursuant to which all executives are reduced by the same percentage at the same time and for the same period of time, (ii) the Executive’s target Incentive Payment is reduced, (iii) the Executive’s job duties and responsibilities are diminished, provided however, any diminution in the Executive’s job duties and responsibilities after notice of non-renewal of the Employment Term is given by either party shall not be considered “Good Reason” hereunder. For purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered “Good Reason” hereunder.

5. Confidential Information. The Executive understands and acknowledges that during the Executive’s employment with the Company, the Executive has been and will be making use of, acquiring or adding to the Company’s Confidential Information (as defined below). In order to protect the Confidential Information, the Executive will not, during the Executive’s employment with the Company or at any time thereafter, in any way utilize any of the Confidential Information except in connection with the Executive’s employment by the Company. The Executive will not at any time use any Confidential Information for the Executive’s own benefit or the benefit of any person except the Company. At the end of the Executive’s employment with the Company, the Executive will surrender and return to the Company any and all Confidential Information in the Executive’s possession or control, as well as any other Company property that is in the Executive’s possession or control. The Executive acknowledges and agrees that any breach of this Section 5 would be a material breach of this Agreement. The term “Confidential Information” shall mean any information that is confidential and proprietary to the Company, including but not limited to the following general categories:

(i) trade secrets;

(ii) lists and other information about current and prospective customers;

(iii) plans or strategies for sales, marketing, business development, or system build-out;

(iv) sales and account records;

(v) prices or pricing strategy or information;

(vi) current and proposed advertising and promotional programs;

(vii) engineering and technical data;

(viii) the Company’s methods, systems, techniques, procedures, designs, formulae, inventions and know-how; personnel information;

(ix) legal advice and strategies; and

-5-

(x) other information of a similar nature not known or made available to the public or the Company’s Competitors (as defined in Section 8).

Confidential Information includes any such information that the Executive may prepare or create during the Executive’s employment with the Company, as well as such information that has been or may be created or prepared by others. This promise of confidentiality is in addition to any common law or statutory rights of the Company to prevent disclosure of its Trade Secrets and/or Confidential Information.

6. Return of Documents. All writings, records and other documents and things containing any Confidential Information in the Executive’s custody or possession shall be the exclusive property of the Company, shall not be copied and/or removed from the premises of the Company, except in pursuit of the business of the Company, and shall be delivered to the Company, without retaining any copies, upon the termination of the Executive’s employment or at any time as requested by the Company.

7. Reaffirm Obligations. Upon termination of the Executive’s employment with the Company, the Executive shall, if requested by the Company, reaffirm in writing Employee’s recognition of the importance of maintaining the confidentiality of the Company’s proprietary information and trade secrets and reaffirm all of the obligations set forth in Section 5 of this Agreement.

8. Non-Compete; Non-Solicitation. The Executive agrees that:

(a) while the Executive is employed by the Company, the Executive will not, directly or indirectly, compete with the business conducted by the Company, and the Executive will not, directly or indirectly, provide any services to a Competitor.

(b) For a period of 24 months after the Executive’s employment with the Company ends for any reason (the “Non-Competition Period”), the Executive will not compete with the Company by performing or causing to be performed any duties or services for a Competitor of the Company in any capacity whatsoever, directly or indirectly, within any state of United States or any country in which, at the time the Executive’s employment with the Company ends, the Company provides services or products, offers to provide services or products, or has documented plans to provide or offer to provide services or products within the Non-Competition Period (the “Service Area”). Additionally, the Executive agrees that during the Non-Competition Period, the Executive will not, directly or indirectly, sell, attempt to sell, provide or attempt to provide, any graphic image services, to any person or entity who was a customer or prospective customer of the Company, at any time during the Executive’s employment with the Company. The restrictions set forth above shall immediately terminate and shall be of no further force or effect in the event of a default by the Company in the payment of any consideration, if any, to which the Executive is entitled under Section 8(h) below, which default is not cured within thirty (30) days after written notice thereof. The Executive acknowledges and agrees that because of the nature of the Company’s business, the nature of the Executive’s job responsibilities, and the nature of the Confidential Information and Trade Secrets of the Company which the Company will give the Executive access to, any breach of this

-6-

provision by the Executive would result in the inevitable disclosure of the Company’s Trade Secrets and Confidential Information to its direct competitors.

(c) While the Executive is employed by the Company and during the Non- Competition Period, the Executive will not, directly or indirectly, solicit or encourage any employee of the Company to terminate employment with the Company; hire, or cause to be hired, for any employment by a Competitor, any person who within the preceding 12 month period has been employed by the Company, or assist any other person, firm, or corporation to do any of the acts described in this subsection (c).

(d) The Executive acknowledges and agrees that the Company has a legitimate business interest in preventing him from engaging in activities competitive with it as described in this Section 8 and that any breach of this Section 8 would constitute a material breach of this Section 8 and this Agreement.

(e) The Company may notify anyone employing the Executive or evidencing an intention to employ the Executive during the Non-Competition Period as to the existence and provisions of this Agreement and may provide such person or organization a copy of this Agreement. The Executive agrees that the Executive will provide the Company the identity of any employer the Executive plans to go to work for during the Non-Competition Period along with the Executive’s anticipated job title, anticipated job duties with any such employer, and anticipated start date. The Executive further agrees to provide a copy of this Agreement to anyone who employs the Executive during the Non-Competition Period.

(f) The Executive acknowledges and agrees that this Section 8 is intended to limit the Executive’s right to compete only to the extent necessary to protect the Company’s legitimate business interest. The Executive acknowledges and agrees that the Executive will be reasonably able to earn a livelihood without violating the terms of this Section 8. If any of the provisions of this Section 8 should ever be deemed to exceed the time, geographic area, or activity limitations permitted by applicable law, the Executive agrees that such provisions may be reformed to the maximum time, geographic area and activity limitations permitted by applicable law, and the Executive authorizes a court or other trier of fact having jurisdiction to so reform such provisions. In the event the Executive breaches any of the restrictions or provisions set forth in this Section 8, the Executive waives and forfeits any and all rights to any further benefits under this Agreement, including but not limited to the consideration set forth in subsection (i) below as well as any additional payments, compensation, benefits or severance pay he may otherwise be entitled to receive under this Agreement. Additionally, in the event the Executive breaches any of the restrictions or provisions set forth in this Section 8, the Executive agrees to repay the Company for any of the consideration set forth in subsection (i) below that the Executive received prior to the breach as well as any additional payments, compensation, benefits or severance pay the Executive might otherwise have previously received under Section 4(c) of this Agreement.

-7-

(g) For purposes of this Section 8, the following definitions will apply:

(i) “Directly or indirectly” as used in this Agreement includes an interest in or participation in a business as an individual, partner, shareholder, owner, director, officer, principal, agent, employee, consultant, trustee, lender of money, or in any other capacity or relation whatsoever. The term includes actions taken on behalf of the Executive or on behalf of any other person. “Directly or indirectly” does not include the ownership of less than 2% of the outstanding shares of any corporation, if such shares are publicly traded in the over-the-counter market or listed on a national securities exchange.

(ii) “Competitor” as used in this Agreement means any person, firm, association, partnership, corporation or other entity that competes or attempts to compete with the Company by providing or offering to provide graphic image services within any state or country in which the Company provides or offers those services or products.

(h) In consideration of the Executive’s undertakings set forth in this Section 8 with respect to periods after termination of employment, but only in the event that the Executive is entitled to the benefits and payments under Section 4(c) above, the Company will pay the Executive an amount equal to fifty percent (50%) of his Base Salary during the Non-Competition Period, in such periodic installments as his Base Salary was being paid immediately prior to termination of employment. In the event the Executive is not entitled to the benefits and payments under Section 4(c) above, the Company will not pay Executive any of the consideration set forth in this Section 8(i).

(i) In the event the Executive breaches any of the restrictions or provisions set forth in this Section 8, the Executive waives and forfeits any and all rights to any further payments under subsection (h) or otherwise under this Agreement. This waiver and forfeiture shall be effective even in the event a court refuses to enforce the restrictions set forth in this Section 8.

9. Remedies. The parties hereto agree that the Company would suffer irreparable harm from a breach by the Executive of any of the covenants or agreements contained herein. Therefore, in the event of the actual or threatened breach by the Executive of any of the provisions of this Agreement, the Company may, in addition and supplementary to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violation of the provisions hereof. The Executive agrees that these provisions are reasonable.

10. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company and its affiliates and their successors and assigns, and shall be binding upon and inure to the benefit of the Executive and the Executive’s legal representatives and assigns, provided that in no event shall the Executive’s obligations to perform services for the Company and its affiliates be delegated or transferred by the Executive. The Company may assign or transfer its rights hereunder to a successor corporation in the event of a merger, consolidation or transfer or sale of all or substantially all of the assets of the Company or of the Company’s business. The Executive may not transfer or assign the Executive’s rights and obligations under this Agreement.

-8-

11. Modification or Waiver. No amendment, modification, waiver, termination or cancellation of this Agreement shall be binding or effective for any purpose unless it is made in a writing signed by the party against whom enforcement of such amendment, modification, waiver, termination or cancellation is sought. No course of dealing between or among the parties to this Agreement shall be deemed to affect or to modify, amend or discharge any provision or term of this Agreement. No delay on the part of the Company or the Executive in the exercise of any of their respective rights or remedies shall operate as a waiver thereof, and no single or partial exercise by the Company or the Executive of any such right or remedy shall preclude other or further exercises thereof. A waiver of a right or remedy on any one occasion shall not be construed as a bar to or waiver of any such right or remedy on any other occasion.

12. Governing Law; Jurisdiction. This Agreement and all rights, remedies and obligations hereunder, including, but not limited to, matters of construction, validity and performance shall be governed by the laws of the State of Kentucky without regard to its conflict of laws principles or rules. To the full extent lawful, each of the Company and the Executive hereby consents irrevocably to personal jurisdiction, service and venue in connection with any claim or controversy arising out of this Agreement in the courts of the State of Kentucky located in Louisville, Kentucky and in the federal courts in District of Kentucky.

13. Severability. Whenever possible each provision and term of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision or term of this Agreement shall be held to be prohibited by or invalid under such applicable law, then such provision or term shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provisions or term or the remaining provisions or terms of this Agreement. If any provision contained in Sections 5 or 8 of this Agreement shall for any reason be held to be excessively broad or unreasonable as to time, territory, or interest to be protected, a court is hereby empowered and requested to construe such provision by narrowing it so as to make it reasonable and enforceable to the extent provided under applicable law.

14. Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same Agreement.

15. Headings. The headings of the Sections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof and shall not affect the construction or interpretation of this Agreement.

16. Entire Agreement. This Agreement (together with all documents and instruments referred to herein) constitutes the entire agreement, and supersedes all other prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof, including any employment or management continuity agreement under which the Executive hereby agrees to waive all rights and which is hereby terminated.

-9-

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

-10-

EX-10.13

Exhibit 10.13

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment (the “Amendment”), being made and effective as of January 15, 2006, is to the Employment Agreement (the “Agreement”) dated December 30, 2005, by and between Henry R. Baughman (the “Executive”) and SGS International, Inc., a Delaware corporation (the “Company”). All capitalized terms which are used in this Amendment and are not defined herein shall have the meaning ascribed to them in the Agreement.

1. Section 3 of the Agreement is hereby amended by deleting clause (a) therein in its entirety and replacing it with the following:

Base Salary. The Company agrees to pay the Executive, for services rendered hereunder, an initial base salary at the annual rate of $320,000 (the “Base Salary”). Base Salary will be reviewed annually throughout the Employment Term by the Board or the Compensation Committee of the Board. The Base Salary shall be payable in equal periodic installments, less any sums which may be required to be deducted or withheld under applicable provisions of law. The Base Salary for any partial year shall be prorated based upon the number of days elapsed in such year.

2. All other provisions of the Agreement remain in full force and effect.

3. This Amendment may be executed in counterparts each of which shall be deemed an original, and all of which together shall constitute a single instrument.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.

EX-10.14

Exhibit 10.14

[GRAPHIC]

April 6, 1999

(Replacement Agreement for letter dated March 24, 1999)

Mr. Henry R. Baughman

Southern Graphic Systems, Inc.

2823 South Floyd Street

Louisville, KY 40209-1821

RE: Supplemental Pension Agreement

Dear Mr. Baughman:

As an employee of Southern Graphic Systems, Inc. (“SGS”), you are a participant in the Southern Graphic Systems, Inc. Pension Plan (the “Plan”) maintained by SGS. The Plan is a defined benefit pension plan that pays a retired participant a pension benefit computed on a formula, which is based in part on the participant’s “Compensation” (as defined in the Plan). Under the Plan, the term “Compensation” means basic annual earnings as of December 31 of each year; the definition specifically excludes nonrecurring compensation such as bonuses. This Plan is qualified under Section 401(a) of the Internal Revenue Code (IRC). Because it is a qualified plan, there are certain statutory limitations on the amount of benefits that may be paid to participants. Both Compensation used in determining pension benefits and the maximum allowable benefit payable from a qualified plan are limited by IRC.

In consideration for your continued employment with SGS, this will confirm that upon your retirement from employment with SGS at a time when you are entitled to begin receiving an immediate pension under the terms of the Plan, SGS agrees to pay you a pension benefit equal to the difference between (1) the pension benefit payable under the terms of the Plan and (2) the pension benefit that would have been payable under the terms of the Plan (a) if there were no statutory limits imposed by the Code either on compensation to be taken into account for computing benefits or on benefits payable under a qualified plan and (b) if the Plan had been amended effective January 1, 1998, so that the definition of “Compensation” for purposes of the Plan included any bonus paid to you in the year 1998 and in any future year until the date of your retirement.

At any time on or after the time at which you are within one year of first becoming eligible to retire under the terms the Plan, you shall have the right to file with SGS an election whereby your benefit under this agreement shall be paid in a form of a lump sum. Any such election shall become effective on the first day of the month following twelve full calendar months after it is filed with the SGS and shall remain in effect unless you subsequently revoke the election, which revocation shall become effective on the first day of the month following twelve full calendar months after it is filed with the SGS. If you retire or die before an election or revocation becomes effective, then the election or revocation is invalid. If you retire or die while a lump sum election is effective, then the lump sum shall represent SGS’s entire

Corporate Office:

2823 South Floyd St. / Louisville, KY 40209-1821

P.O. Box 32640 / Louisville, KY 40232

(502) 637-5443 / FAX: (502) 634-5298

[GRAPHIC]

Mr. Henry R. Baughman

April 6,1999

Page 2

obligation to or on behalf of you under this Agreement, including any obligation to your surviving spouse. While you are still employed, you may make or revoke an election at any time, subject to the rule stated above that no such election or revocation will be effective until the first day of the month following twelve full calendar months after it is filed with SGS. No election or revocation may be made after your retirement or death. Other provisions of the lump sum payment, including mortality table and interest rate, will be the same as those used in the Plan.

SGS and I reserve the right to amend, suspend or terminate this Agreement, in whole or in part, at any time and from time to time. Except as specifically set forth below, however, no such amendment, suspension or termination will affect the benefits to which you became entitled hereunder before the effective date of the amendment, suspension or termination. Notwithstanding the above, this Agreement will automatically terminate if you become covered by any other plan or agreement implemented by either SGS or Reynolds Metals Company (the “New Plan”) to the extent the New Plan promises a benefit similar in type or value to a benefit promised in this Agreement. If the New Plan is solely prospective in its application, then the benefit payable under this Agreement will continue to be payable to the extent accrued before the effective date of the New Plan; if the New Plan applies retroactively, however, it will replace this Agreement entirely, and no payments will thereafter be payable under this Agreement.

This Agreement will not be secured by any specific assets of SGS, and all benefit payments hereunder will be made from the general assets of SGS and will be based on your actual retirement date. Nothing in this letter should be construed to confer on you the right to remain an officer or an employee of SGS.

[GRAPHIC]

Corporate Office:

2823 South Floyd St. / Louisville, KY 40209-1821

P.O. Box 32640 / Louisville, KV 40232

(502) 637-5443 / FAX: (502) 634-5298

EX-10.15

Exhibit 10.15

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of December 30, 2005 between Luca C. Naccarato (the “Executive”) and SGS International, Inc., a Delaware corporation (the “Company”), recites and provides as follows:

WHEREAS, the Company and the Executive wish to set forth the terms of Executive’s employment with the Company; and

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein, the receipt and sufficiency of which are hereby acknowledged by each of the parties, the Company and the Executive agree as follows:

1. Employment.

(a) Position. On the terms and subject to the conditions set forth herein, the Company agrees to employ the Executive as Executive Vice President of the Company and President of SGS Canada throughout the Employment Term (as defined below). At the request of the Chief Executive Officer and without additional compensation, the Executive shall also serve as an officer and/or director of any or all of the subsidiaries of the Company.

(b) Duties and Responsibilities. The Executive shall have such duties and responsibilities that are consistent with the Executive’s position as the Chief Executive Officer determines and shall perform such duties and carry out such responsibilities to the best of the Executive’s ability for the purpose of advancing the business of the Company and its subsidiaries. The Executive shall report to the Chief Executive Officer of the Company. Subject to the provisions of Section l(c) below, during the Employment Term the Executive shall devote the Executive’s full business time, skill and attention to the business of the Company and its subsidiaries, and, except as specifically approved by the Chief Executive Officer, shall not engage in any other business activity or have any other business affiliation.

(c) Other Activities. Anything in this Agreement to the contrary notwithstanding, as part of the Executive’s business efforts and duties on behalf of the Company, the Executive may participate in social, charitable and civic activities, and, if specifically approved by the Chief Executive Officer, the Executive may serve on the boards of directors of other companies, provided that such activities do not unreasonably interfere with the performance of and do not involve a conflict of interest with the Executive’s duties or responsibilities hereunder.

2. Employment Term. The “Employment Term” hereunder shall commence on the date set forth above and shall continue in full force and effect until the fourth (4^l) anniversary of the date hereof unless terminated earlier pursuant to the terms and conditions of this Agreement. The Employment Term will renew hereunder automatically for successive one-year periods unless either party gives written notice to the other not less than ninety (90) days prior to the end of Employment Term hereof (or any subsequent anniversary, as the case may be) that such party does not wish the Employment Term to be so extended, and under such circumstances, the Employment Term and this Agreement will terminate by its terms, and without liability to either

party, on the fourth anniversary of the date hereof (or such subsequent anniversary, as the case maybe).

3. Compensation. During the Employment Term, the Company will pay and/or otherwise provide the Executive with compensation and related benefits as follows:

(a) Base Salary. The Company agrees to pay the Executive, for services rendered hereunder, an initial base salary at the annual rate of $225,649 (the “Base Salary”). Base Salary will be reviewed annually throughout the Employment Term by the Board or the Compensation Committee of the Board of Directors. The Base Salary shall be payable in equal periodic installments, less any sums which may be required to be deducted or withheld under applicable provisions of law. The Base Salary for any partial year shall be prorated based upon the number of days elapsed in such year.

(b) Bonus Plans. The Executive shall be eligible to participate in the Company’s bonus plans for senior management with an annual incentive target of forty percent (40%) of Base Salary (“Incentive Payment”), subject to achievement of such program’s objectives and final approval of the Board.

(c) Benefits. During the Employment Term (and thereafter to the extent expressly provided herein), the Executive shall be entitled to participate in all of the Company’s employee benefit plans applicable to the Company’s comparable senior executives according to the terms of those plans.

4. Termination of Employment.

(a) By the Company For Cause. The Company may terminate the Executive’s employment under this Agreement at any time for Cause (as defined in Section 4(e)) and shall provide written notice of termination to the Executive (which notice shall specify in reasonable detail the basis upon which such termination is made). In the event the Executive’s employment is terminated for Cause, all provisions of this Agreement (other than Sections 5 through 14 hereof) and the Employment Term shall be terminated. Upon termination for Cause, the Executive shall be entitled to payment of the Executive’s earned and unpaid Base Salary to the date of termination.

(b) Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and earned and unpaid Base Salary to the date of death shall be paid to the Executive’s surviving spouse or, if none, the Executive’s estate, and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period of one hundred eighty (180) days, the Company may terminate this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall

-2-

be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the last sentence of this subsection (b)) and accrued and unpaid Base Salary to the date of termination. The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year.

(c) By the Company Without Cause.

(i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s death or disability. The Company shall provide written notice of termination to the Executive, which notice shall specify the effective date of such termination and that the termination is without Cause (the “Termination Date”). If the Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder. Thereafter, conditioned upon the Executive executing and not revoking a general release in favor of the Company, the Board and their affiliates, in a form acceptable to the Company, the Company shall pay the Executive the amounts set forth in this subsection (c). Under such circumstances, the Company shall pay the Executive an amount equal to fifty percent (50%) of the Executive’s Base Salary for a period of twenty-four (24) months (the “Termination Period”), in such periodic installments as were being paid immediately prior to the Termination Date.

(ii) The Company shall pay the Executive, on the date the Executive would otherwise be paid the Incentive Payment, an amount equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of complete months in the Termination Period and the denominator of which is 12.

(iii) The Company shall also be obligated to pay to the Executive earned and unpaid Base Salary to the Termination Date.

(iv) During the Termination Period, the Executive and the Executive’s dependents will be entitled to continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974) in which the Executive and the Executive’s dependents participated on the Executive’s Termination Date with respect to any such plans

-3-

for which such continued participation is allowed pursuant to applicable law and the terms of the plan. Notwithstanding the foregoing, the coverage or reimbursements for coverage provided under this subsection (iv) shall cease if the Executive and/or the Executive’s dependents become covered under an employee welfare benefit plan of another employer of the Executive that provides the same or similar type of benefits.

(d) By the Executive. The Executive may terminate the Executive’s employment, and any further obligations which the Executive may have to perform services on behalf of the Company hereunder at any time after the date hereof; by sending written notice of termination to the Company not less than thirty (30) days prior to the effective date of such termination. During such thirty (30) day period, at the election of the Company, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder. Except as provided below, if the Executive shall elect to terminate the Executive’s employment hereunder (other than as a result of the Executive’s death or disability), then the Executive shall be entitled to receive accrued and unpaid Base Salary to the date of termination, but the Company shall have no further obligation to make payments or provide benefits to the Executive under Section 3 hereof. Anything in this Agreement to the contrary notwithstanding, the termination of the Executive’s employment by the Executive for Good Reason (as defined in Section 4(e)), shall be deemed to be a termination of the Executive’s employment without Cause by the Company for purposes of this Agreement, and the Executive shall be entitled to the payments and benefits set forth in Section 4(c) above, subject to the Executive executing and not revoking a general release in favor of the Company, the Board and their affiliates, in a form acceptable to the Company. Notwithstanding the foregoing, in no event shall any termination of employment by the Executive be deemed for Good Reason unless the Executive terminates employment within thirty (30) days of when the Executive learns of the act or conduct that constitutes Good Reason.

(e) Definitions. For purposes of this Agreement, the following definitions will apply:

(i) Cause. The term “Cause” means: (i) gross or willful misconduct; (ii) willful and repeated failure to comply with the lawful directives of the Chief Executive Officer, the Board or any supervisory personnel; (iii) any criminal act or act of dishonesty or willful misconduct any act of fraud, dishonesty or misappropriation involving the Company or its subsidiaries; (iv) any conviction or plea of guilty or nolo contendere to a felony or a crime involving dishonesty; (v) the breach of the terms of any confidentiality, non-competition, non-solicitation or employment agreement the employee has with the Company or its subsidiaries; (vi) the material failure to perform the duties and responsibilities of employee’s position after written notice and a reasonable opportunity to cure (not to exceed 30 days); (vii) grossly negligent conduct; or (viii) activities materially damaging to the property, operations, business or reputation of the Company or its subsidiaries. As used herein, “material failure” shall mean a significant or substantial failure to perform or a failure to perform which has a material adverse effect on the business, operations, prospects or financial condition of the Company.

-4-

(ii) Good Reason. “Good Reason” means, after written notice by the Executive to the Chief Executive Officer and the Board, and a reasonable opportunity for the Company to cure (not to exceed 30 days), that (i) the Executive’s Base Salary is not paid or is reduced by more than 10 percent in the aggregate or other than as part of a salary reduction program pursuant to which all executives are reduced by the same percentage at the same time and for the same period of time, (ii) the Executive’s target Incentive Payment is reduced, (iii) the Executive’s job duties and responsibilities are diminished, provided however, any diminution in the Executive’s job duties and responsibilities after notice of non-renewal of the Employment Term is given by either party shall not be considered “Good Reason” hereunder. For purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered “Good Reason” hereunder.

5. Confidential Information. The Executive understands and acknowledges that during the Executive’s employment with the Company, the Executive has been and will be making use of, acquiring or adding to the Company’s Confidential Information (as defined below). In order to protect the Confidential Information, the Executive will not, during the Executive’s employment with the Company or at any time thereafter, in any way utilize any of the Confidential Information except in connection with the Executive’s employment by the Company. The Executive will not at any time use any Confidential Information for the Executive’s own benefit or the benefit of any person except the Company. At the end of the Executive’s employment with the Company, the Executive will surrender and return to the Company any and all Confidential Information in the Executive’s possession or control, as well as any other Company property that is in the Executive’s possession or control. The Executive acknowledges and agrees that any breach of this Section 5 would be a material breach of this Agreement. The term “Confidential Information” shall mean any information that is confidential and proprietary to the Company, including but not limited to the following general categories:

(i) trade secrets;

(ii) lists and other information about current and prospective customers;

(iii) plans or strategies for sales, marketing, business development, or system build-out;

(iv) sales and account records;

(v) prices or pricing strategy or information;

(vi) current and proposed advertising and promotional programs;

(vii) engineering and technical data;

-5-

(viii) the Company’s methods, systems, techniques, procedures, designs, formulae, inventions and know-how; personnel information;

(ix) legal advice and strategies; and

(x) other information of a similar nature not known or made available to the public or the Company’s Competitors (as defined in Section 8).

Confidential Information includes any such information that the Executive may prepare or create during the Executive’s employment with the Company, as well as such information that has been or may be created or prepared by others. This promise of confidentiality is in addition to any common law or statutory rights of the Company to prevent disclosure of its Trade Secrets and/or Confidential Information.

6. Return of Documents. All writings, records and other documents and things containing any Confidential Information in the Executive’s custody or possession shall be the exclusive property of the Company, shall not be copied and/or removed from the premises of the Company, except in pursuit of the business of the Company, and shall be delivered to the Company, without retaining any copies, upon the termination of the Executive’s employment or at any time as requested by the Company.

7. Reaffirm Obligations. Upon termination of the Executive’s employment with the Company, the Executive shall, if requested by the Company, reaffirm in writing Employee’s recognition of the importance of maintaining the confidentiality of the Company’s proprietary information and trade secrets and reaffirm all of the obligations set forth in Section 5 of this Agreement.

8. Non-Compete; Non-Solicitation. The Executive agrees that:

(a) while the Executive is employed by the Company, the Executive will not, directly or indirectly, compete with the business conducted by the Company, and the Executive will not, directly or indirectly, provide any services to a Competitor.

(b) For a period of 24 months after the Executive’s employment with the Company ends for any reason (the “Non-Competition Period”), the Executive will not compete with the Company by performing or causing to be performed any duties or services for a Competitor of the Company in any capacity whatsoever, directly or indirectly, within any state of United States or any country in which, at the time the Executive’s employment with the Company ends, the Company provides services or products, offers to provide services or products, or has documented plans to provide or offer to provide services or products within the Non-Competition Period (the “Service Area”). Additionally, the Executive agrees that during the Non-Competition Period, the Executive will not, directly or indirectly, sell, attempt to sell, provide or attempt to provide, any graphic image services, to any person or entity who was a customer or prospective customer of the Company, at any time during the Executive’s employment with the Company. The restrictions set forth above shall immediately terminate and shall be of no further force or effect in the event of a default by the Company in the payment of any consideration, if any, to which the Executive is entitled under Section 8(h) below, which default is not cured within thirty (30) days after written notice thereof. The Executive

-6-

acknowledges and agrees that because of the nature of the Company’s business, the nature of the Executive’s job responsibilities, and the nature of the Confidential Information and Trade Secrets of the Company which the Company will give the Executive access to, any breach of this provision by the Executive would result in the inevitable disclosure of the Company’s Trade Secrets and Confidential Information to its direct competitors.

(c) While the Executive is employed by the Company and during the Non-Competition Period, the Executive will not, directly or indirectly, solicit or encourage any employee of the Company to terminate employment with the Company; hire, or cause to be hired, for any employment by a Competitor, any person who within the preceding 12 month period has been employed by the Company, or assist any other person, firm, or corporation to do any of the acts described in this subsection (c).

(d) The Executive acknowledges and agrees that the Company has a legitimate business interest in preventing him from engaging in activities competitive with it as described in this Section 8 and that any breach of this Section 8 would constitute a material breach of this Section 8 and this Agreement.

(e) The Company may notify anyone employing the Executive or evidencing an intention to employ the Executive during the Non-Competition Period as to the existence and provisions of this Agreement and may provide such person or organization a copy of this Agreement. The Executive agrees that the Executive will provide the Company the identity of any employer the Executive plans to go to work for during the Non-Competition Period along with the Executive’s anticipated job title, anticipated job duties with any such employer, and anticipated start date. The Executive further agrees to provide a copy of this Agreement to anyone who employs the Executive during the Non-Competition Period.

(f) The Executive acknowledges and agrees that this Section 8 is intended to limit the Executive’s right to compete only to the extent necessary to protect the Company’s legitimate business interest. The Executive acknowledges and agrees that the Executive will be reasonably able to earn a livelihood without violating the terms of this Section 8. If any of the provisions of this Section 8 should ever be deemed to exceed the time, geographic area, or activity limitations permitted by applicable law, the Executive agrees that such provisions may be reformed to the maximum time, geographic area and activity limitations permitted by applicable law, and the Executive authorizes a court or other trier of fact having jurisdiction to so reform such provisions. In the event the Executive breaches any of the restrictions or provisions set forth in this Section 8, the Executive waives and forfeits any and all rights to any further benefits under this Agreement, including but not limited to the consideration set forth in subsection (i) below as well as any additional payments, compensation, benefits or severance pay he may otherwise be entitled to receive under this Agreement. Additionally, in the event the Executive breaches any of the restrictions or provisions set forth in this Section 8, the Executive agrees to repay the Company for any of the consideration set forth in subsection (i) below that the Executive received prior to the breach as well as any additional payments, compensation, benefits or severance pay the Executive might otherwise have previously received under Section 4(c) of this Agreement.

-7-

(g) For purposes of this Section 8, the following definitions will apply:

(i) “Directly or indirectly” as used in this Agreement includes an interest in or participation in a business as an individual, partner, shareholder, owner, director, officer, principal, agent, employee, consultant, trustee, lender of money, or in any other capacity or relation whatsoever. The term includes actions taken on behalf of the Executive or on behalf of any other person. “Directly or indirectly” does not include the ownership of less than 2% of the outstanding shares of any corporation, if such shares are publicly traded in the over-the-counter market or listed on a national securities exchange.

(ii) “Competitor” as used in this Agreement means any person, firm, association, partnership, corporation or other entity that competes or attempts to compete with the Company by providing or offering to provide graphic image services within any state or country in which the Company provides or offers those services or products.

(h) In consideration of the Executive’s undertakings set forth in this Section 8 with respect to periods after termination of employment, but only in the event that the Executive is entitled to the benefits and payments under Section 4(c) above, the Company will pay the Executive an amount equal to fifty percent (50%) of his Base Salary during the Non-Competition Period, in such periodic installments as his Base Salary was being paid immediately prior to termination of employment. In the event the Executive is not entitled to the benefits and payments under Section 4(c) above, the Company will not pay Executive any of the consideration set forth in this Section 8(i).

(i) In the event the Executive breaches any of the restrictions or provisions set forth in this Section 8, the Executive waives and forfeits any and all rights to any further payments under subsection (h) or otherwise under this Agreement. This waiver and forfeiture shall be effective even in the event a court refuses to enforce the restrictions set forth in this Section 8.

9. Remedies. The parties hereto agree that the Company would suffer irreparable harm from a breach by the Executive of any of the covenants or agreements contained herein. Therefore, in the event of the actual or threatened breach by the Executive of any of the provisions of this Agreement, the Company may, in addition and supplementary to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violation of the provisions hereof. The Executive agrees that these provisions are reasonable.

10. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company and its affiliates and their successors and assigns, and shall be binding upon and inure to the benefit of the Executive and the Executive’s legal representatives and assigns, provided that in no event shall the Executive’s obligations to perform services for the Company and its affiliates be delegated or transferred by the Executive. The Company may assign or transfer its rights hereunder to a successor corporation in the event of a merger, consolidation or transfer or sale of all or substantially all of the assets of the Company or of the

-8-

Company’s business. The Executive may not transfer or assign the Executive’s rights and obligations under this Agreement.

11. Modification or Waiver. No amendment, modification, waiver, termination or cancellation of this Agreement shall be binding or effective for any purpose unless it is made in a writing signed by the party against whom enforcement of such amendment, modification, waiver, termination or cancellation is sought. No course of dealing between or among the parties to this Agreement shall be deemed to affect or to modify, amend or discharge any provision or term of this Agreement. No delay on the part of the Company or the Executive in the exercise of any of their respective rights or remedies shall operate as a waiver thereof, and no single or partial exercise by the Company or the Executive of any such right or remedy shall preclude other or further exercises thereof. A waiver of a right or remedy on any one occasion shall not be construed as a bar to or waiver of any such right or remedy on any other occasion.

12. Governing Law; Jurisdiction. This Agreement and all rights, remedies and obligations hereunder, including, but not limited to, matters of construction, validity and performance shall be governed by the laws of the State of Kentucky without regard to its conflict of laws principles or rules. To the full extent lawful, each of the Company and the Executive hereby consents irrevocably to personal jurisdiction, service and venue in connection with any claim or controversy arising out of this Agreement in the courts of the State of Kentucky located in Louisville, Kentucky and in the federal courts in District of Kentucky.

13. Severability. Whenever possible each provision and term of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision or term of this Agreement shall be held to be prohibited by or invalid under such applicable law, then such provision or term shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provisions or term or the remaining provisions or terms of this Agreement. If any provision contained in Sections 5 or 8 of this Agreement shall for any reason be held to be excessively broad or unreasonable as to time, territory, or interest to be protected, a court is hereby empowered and requested to construe such provision by narrowing it so as to make it reasonable and enforceable to the extent provided under applicable law.

14. Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same Agreement.

15. Headings. The headings of the Sections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof and shall not affect the construction or interpretation of this Agreement.

16. Entire Agreement. This Agreement (together with all documents and instruments referred to herein) constitutes the entire agreement, and supersedes all other prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof, including any employment or management continuity agreement under which the Executive hereby agrees to waive all rights and which is hereby terminated.

-9-

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

-10-

EX-10.16

Exhibit 10.16

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment (the “Amendment”), being made and effective as of January 15, 2006, is to the Employment Agreement (the “Agreement”) dated December 30, 2005, by and between Luca C. Naccarato (the “Executive”) and SGS International, Inc., a Delaware corporation (the “Company”). All capitalized terms which are used in this Amendment and are not defined herein shall have the meaning ascribed to them in the Agreement.

1. Section 3 of the Agreement is hereby amended by deleting clause (a) therein in its entirety and replacing it with the following:

Base Salary. The Company agrees to pay the Executive, for services rendered hereunder, an initial base salary at the annual rate of $275,000 (the “Base Salary”). Base Salary will be reviewed annually throughout the Employment Term by the Board or the Compensation Committee of the Board. The Base Salary shall be payable in equal periodic installments, less any sums which may be required to be deducted or withheld under applicable provisions of law. The Base Salary for any partial year shall be prorated based upon the number of days elapsed in such year.

2. All other provisions of the Agreement remain in full force and effect.

3. This Amendment may be executed in counterparts each of which shall be deemed an original, and all of which together shall constitute a single instrument.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.

EX-10.17

Exhibit 10.17

June 11, 2003

Luca Naccarato

2808 Mockingbird Court

Prospect, KY 40059

Dear Luke,

In consideration for your continued employment with Southern Graphic Systems, this will confirm Southern Graphic Systems agreements with you with respect to the flexibility you require as a result of your special needs child Franke, who has the progressive disease Rhettes Syndrome. This agreement also reflects the organizations desire for you to complete a degree program at an accredited university. This degree should be a H.S. in Business Administration or its equivalent. The B.U. President of Southern Graphic Systems will approve the equivalent in advance. The purpose of this investment is to better prepare you for upward mobility with SGS and/or Alcoa.

Agreement

• Southern Graphic Systems to pay for degree program from accredited university in accordance with the attached Alcoa Tuition Assistance Program, B.S. in Business Administration or its equivalent.

• Move family from Louisville to Toronto (Alcoa moving package). This move may occur between October 2003 and December 2007.

• Your primary office will be located at Southern Graphic Systems, Brampton, Ontario, facility. When in Louisville, Southern Graphic Systems will provide a hotel room with a kitchenette at a Marriott Residence Inn or its equivalent. While staying in Louisville you will be expected to pay for your personal meals and other personal expenses. All other costs will be in accordance with Alcoa’s travel policies.

Luke, nothing in this letter should be construed to confer on you the right to remain an officer or an employee to Southern Graphic Systems.

Very truly yours,

Hank R. Baughman

President

Robert Tanner

VP Human Resource

Hugh Williams

V. P. Finance

hrb/plt	Corporate Office:
	2823 South Floyd St. / Louisville, KY 40209-1821
	P.O.Box 32640 / Louisville, KY 40232
	(502) 637-5443 / FAX: (502) 634-5298

EX-10.18

Exhibit 10.18

REVOLVING LOAN AGREEMENT

THIS REVOLVING LOAN AGREEMENT (hereinafter called “Loan Agreement”) between ALCOA SECURITIES CORPORATION (“Lender”), a Delaware corporation having its principal place of business at 101 Cherry Street, Suite 400, Burlington, VT 05401, and MOZAIC GROUP, LTD. (“Borrower”), a Missouri corporation having its principal place of business at 5257 Shaw Avenue, St. Louis, MO, 63110, takes effect June 30, 2004.

WITNESSETH THAT:

WHEREAS, Borrower has requested that Lender provide a revolving credit facility to the Borrower for its general corporate purposes, including its working capital requirements.

WHEREAS, Lender has agreed to make the requested credit facility available to the Borrower on the terms and conditions set forth in this Loan Agreement.

NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants hereinafter set forth, and intending to be legally bound hereby, agree as follows:

Section 1. Certain Definitions

As used herein, the following words and terms shall have the following meanings, respectively:

“BBA -LIBOR” means the rate for deposits in U.S. dollars for a three-month period that is released by the British Bankers Association as of 11:00 am., London time, on the day that is two Business Days preceding the date for which the rate is to be determined.

“Business Day” means any day on which commercial banks and foreign exchange markets settle payments and are open for general business in New York, New York and London, England.

“Event of Default” shall mean any of the Events of Default described in Section 15 of this Loan Agreement.

“Loan Documents” shall mean this Loan Agreement, the Security Agreement between Lender and Borrower effective this date.

“Maturity Date” means June 30, 2006 or such later date to which the term of this Agreement is extended with Lender’s consent; provided, however, that if the Minority Shareholders exercise the Purchase Option under the Shareholders’ Agreement, then the “Maturity Date” is the date on which the Minority Shareholders purchase the capital stock of Borrower held by SGS (or its affiliates).

“Minority Shareholders” means the holders of the capital stock of Borrower other than SGS or its affiliates.

“SGS” means Southern Graphic Systems, Inc., a Kentucky corporation and an indirect subsidiary of Lender.

“Shareholders’ Agreement” means the Mozaic Group Ltd. Amended and Restated Shareholders’ Agreement dated June 30, 2004 by and among Mozaic Group Ltd., SGS and the other persons who are or become parties to that agreement.

Section 2. Loans.

Subject to the terms and conditions set forth herein, Lender agrees to make advances to Borrower, from time to time during the period from and including the date hereof to but not including the Maturity Date (each a “Loan” and collectively the “Loans”) for the purposes hereinafter set forth; provided, however, that the aggregate amount of outstanding Loans shall not at any time exceed $3,100,000, as that amount is reduced under Section 2.1 (the “Loan Commitment”). Subject to the terms of this Loan Agreement, Borrower may borrow, repay and re-borrow the amount of the Loan Commitment. All sums outstanding under the Loan Commitment shall be due and payable in full on the Maturity Date. At Lender’s request, Borrower will execute and deliver to Lender a Note evidencing all Loans substantially in the form of Schedule A hereto. Lender’s records with respect to any and all sums borrowed, repaid, re-borrowed and prepaid, and other amounts due or to become due hereunder shall be binding upon the parties, absent manifest error. Lender may at any time refinance this Loan Agreement and all amounts owed hereunder with a third party lender under comparable terms; provided, however, that (a) the Minority Shareholders will not, without their consent, be required to personally guaranty such refinancing, (b) absent approval by Borrower’s board of directors and shareholders, Borrower will not be required to grant a security interest in its assets (other than its accounts receivable) to secure such refinancing and (c) such third party lender will not have the right to convert the debt to equity of the Borrower.

Section 2.1 Reduction of Commitments.

The parties hereby agree that the Loan Commitment shall be permanently reduced in incremental partial reductions in the amounts and in accordance with the Loan Commitment Reduction Schedule and the other terms and conditions set forth in Schedule 2.1 hereto.

Section 3. Absolute Obligation.

Borrower hereby unconditionally and irrevocably promises to pay to Lender all principal, interest and other amounts owing under this Loan Agreement when such amounts are due and payable hereunder, without counterclaim, deduction, setoff or other reduction for any reason.

Section 4. Loan Availability.

Borrower may borrow sums hereunder from time to time without advance notice to Lender if, after giving effect to such Loan, the then unpaid principal amount of the Loans shall not exceed the Loan Commitment (as reduced under Section 2.1) and Borrower is otherwise in compliance with the terms of this Loan Agreement.

Section 5. Interest.

Each Loan will bear interest at a rate equal to BBA - LEBOR plus 350 basis points, and that rate will change quarterly on the first day of each quarter beginning October 1, 2004. From the effective date of this agreement through September 30, 2004, the applicable interest rate is 5.37% per annum. Accrued interest is due and payable quarterly in arrears on September 30, December 31, March 31 and June 30 of each year, beginning September 30, 2004 (each such date, an “Interest Payment Date”) and on the Maturity Date. All interest is computed on the basis of actual days elapsed and a. 360- day year of twelve 30-day months. Without prejudice to Lender’s rights and remedies under Section 15, if Borrower fails to pay when due any principal of or interest on the Loan or other amount due hereunder, Borrower must pay to Lender, upon demand, a late payment charge on the amount remaining unpaid at the rate of BBA - LIBOR plus 400 basis points per annum. This late payment charge will accrue daily in lieu of interest on such amount during the period such amount remains unpaid (whether before or after judgment) and including the due date but excluding the date on which payment is made.

Section 6. Principal.

The principal of each Loan is due and payable on the Maturity Date unless accelerated sooner in accordance with Section 15 of this agreement.

Section 7. Prepayment.

Borrower may at its option prepay all or any part of the outstanding principal balance of the Loans (in minimum amounts of $100,000 or a larger integral multiple of $100,000) on any Business Day upon two Business Days’ prior written notice to Lender. All prepayments are without premium or penalty. All partial prepayments will be applied to principal. If the Loans are prepaid in full, Borrower must pay all accrued interest to the date of such prepayment.

Section 8. Payment in Full at Maturity.

On the Maturity Date, the entire outstanding principal balance of all Loans, together with all other sums owing under this Loan Agreement, are due and payable in full, unless accelerated sooner in accordance with Section 15 of this agreement or unless payable sooner under Section 6.3; 7.2(c); 9.2(b) of the Shareholders’ Agreement. Repayment must be made by transfer to such account of Lender as Lender may designate to Borrower. If any payment of interest or principal is due on a day that is not a Business Day, then such payment must be made on the next Business Day thereafter.

Section 9. Term.

This Loan Agreement is effective for the period commencing on this date and terminating on the Maturity Date, unless Lender terminates this Loan Agreement earlier in accordance with its terms and conditions or unless it has been repaid in full under Section 6.3; 7.2(c); 9.2(b); or 10.1(b) of the Shareholders’ Agreement. Borrower immediately must pay all sums due and payable under this Agreement if Lender terminates this Loan Agreement or if payment is required under Section 6.3; 7.2(c); 9.2(b); or 10.1(b) of the Shareholders’ Agreement, provided, that if there has been no default and if payment has not been required under Section 6.3; 7.2(c); 9.2(b); or 10.1(b) of the Shareholders’ Agreement and the Purchase Option, as set forth and described in the Shareholders’ Agreement, has not been exercised, Lender will (i) extend the Maturity Date for

such period of time as Lender and Borrower may mutually agree or (ii) refinance the Loan Commitment with a third party on substantially similar terms.

Section 10. Utilization of Loan by Borrower.

Borrower agrees that it will use all proceeds of each Loan for its general corporate purposes, including its working capital requirements.

Section 11. Representations and Warranties.

Borrower hereby represents and warrants (and each representation and warranty is deemed repeated at the date of each Loan) that:

(a) Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Missouri and is duly qualified to do business and is in good standing in such jurisdictions where such qualification is necessary.

(b) There is no action or proceeding pending or, to the knowledge of Borrower, threatened, against Borrower, before any court or administrative agency which is likely to result in any material adverse change in the business or financial condition of Borrower.

(c) Neither the execution or delivery of this Loan Agreement, the consummation of any Loan, nor compliance with the terms and provisions hereof will conflict with or result in a breach of any of the terms, conditions or provisions of the charter or by-laws of Borrower or of any law or of any regulation, order, writ, injunction or decree of any court or governmental instrumentality, or of any material agreement or instrument to which Borrower is a party or by which it is bound or to which it is subject, or constitute a default under any such agreement or instrument or result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of the property of Borrower pursuant to the terms of any such agreement or instrument.

(d) Borrower is in compliance with all of the terms of this Loan Agreement and the Loan Documents.

(e) Neither Borrower nor any of its subsidiaries has any indebtedness other than this Loan Agreement and the indebtedness listed on Schedule 11.1 hereto.

Section 12. Conditions of Lending.

The obligation of Lender to make Loans hereunder is subject to the accuracy, as of the date hereof and as of the date of each Loan, of the representations and warranties contained herein, the performance by Borrower of its obligations to be performed hereunder on or before each such date, Lender’s (or an affiliate’s) continuing ownership of a majority of the outstanding voting capital stock of Borrower and Borrower’s and the Minority Shareholders compliance with the terms and conditions of the Shareholders’ Agreement.

Section 13. Affirmative Covenant.

Borrower covenants that, so long as the Loan Agreement is in effect and thereafter until payment in full of the Loans, it will forward to Lender a copy of the financial statements submitted to SGS, at the time such financial statements are submitted to SGS.

Section 14. Negative Covenant.

Borrower covenants that, so long as the Loan Agreement is in effect and thereafter until payment in full of the Loans, it will not, other than in accordance with the Shareholders’ Agreement, register any change in the ownership of Borrower’s voting capital stock from the ownership existing on the effective date of this Loan Agreement.

Section 15. Events of Default.

If one or more of the following described Events of Default shall occur, that is to say:

(a) Borrower defaults in any payment of interest or principal when due (other than at maturity or by acceleration) and Borrower fails to cure such default within thirty days; provided, however, that after three such defaults Borrower must cure any further such default within five Business Days;

(b) any representation or warranty made or deemed made by Borrower hereunder is false or misleading in any material respect as of the time made or deemed made or furnished;

(c) Borrower defaults in the performance of any other covenant, condition or provision hereof and such default is not be remedied for a period of 30 days after written (including electronic or facsimile) notice thereof;

(d) Borrower or any of the Minority Shareholders default under any of the Loan Documents or breach the Shareholders’ Agreement such default is not cured within thirty days after notice of default is given;

(e) any case, proceeding or other action against Borrower is commenced seeking an order for relief against it as debtor or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, and such case, proceeding or other action (i) results in the entry of an order for relief against it that is not fully stayed within seven Business Days after the entry thereof or (ii) remains in effect for a period of 60 days; or

(f) Borrower generally fails to pay its debts as they become due or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of creditors; or Borrower commences any case, proceeding or other action seeking an order for relief on its behalf as debtor or adjudicating it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors or seeking appointment of a

receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property; or Borrower takes any corporate action to authorize or in contemplation of any of the actions set forth above in this subsection.

Then, and in any such event, Lender shall in addition to all other rights and remedies available to it be entitled by written (including electronic or facsimile) notice to Borrower to terminate this Loan Agreement and to declare any principal and all interest accrued thereon to be forthwith due and payable, and the same will thereupon become immediately due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived.

Notwithstanding anything contained herein to the contrary, in the case of a default under clause (a) of this Section 15 and a failure by Borrower to cure such default within the prescribed time period, Lender will, before exercising any of the rights or remedies available to it, provide the Minority Shareholders with an opportunity to tender an offer to purchase all of the capital stock of Borrower held by SGS. The Minority Shareholders must tender such offer within 15 Business Days after notice from Lender. SGS may accept or reject any such offer in its sole discretion. SGS will notify the Minority Shareholders of its decision to accept or reject such offer within 15 Business Days after its receipt. If the Minority Shareholders fail to tender an offer or SGS elects in its sole discretion to reject an offer, then Lender may exercise any and all rights and remedies available to it.

In addition, in the case of a default under clause (a) of this Section 15 and a failure by Borrower to cure such default within the prescribed time period, Lender has the right (but not the obligation), as an alternative to declaring an Event of Default under this agreement, to convert all of the amounts owing hereunder to shares of capital stock of Borrower in accordance with the following provisions.

Before exercising this conversion right, however, Lender will allow the Minority Shareholders to avoid a loss of their shares of capital stock of Borrower by funding (by means of personal or third party financing) the payment to Lender of the amount in default within 15 days, provided that such personal or third party financing must be unsecured debt of Borrower and subordinate to this Loan Agreement in the case of personal financing and pari passu with or subordinate to this Loan Agreement in the case of third party financing.

If Lender exercises its conversion right, then all amounts owing under this Loan Agreement (including the principal amount of all Loans then outstanding, all unpaid interest and such other amounts as are payable hereunder), or such lesser portion of all amounts owing under this Loan Agreement that is designated by Lender, will be converted from debt to shares of capital stock of Borrower using a pro rata formula based upon an assumed 100% valuation for Borrower of $4.9 million, provided that the Minority Shareholders must always retain ownership of at least 10% of the outstanding capital stock of Borrower.

For purposes of illustration, if the conversion right is exercised and the amount to be converted is equal to or greater than $1.9 million, Lender will acquire all outstanding shares of capital stock

(voting and non-voting) of Borrower except for 10% of such shares ($ 1.9 million divided by $4.9 million = 39%; 39% + 51% = 90%). If the amount to be converted is $1 million, that amount will convert to 20% of the outstanding capital stock of Borrower, increasing Lender’s (or SGS’) share from (the initial) 51% to 71% and decreasing the Minority Shareholders’ share from (the initial) 49% to 29%.

The shares of capital stock of Borrower held by the Minority Shareholders will automatically be canceled and Borrower will issue new shares of its capital stock to Lender or its designee(s), in connection with Lender’s exercise of its conversion right hereunder and to the Minority Shareholders, evidencing a pro rata reduction in the shares held by each Minority Shareholder.

Lender’s exercise of its conversion right hereunder does not affect in any way SGS’s rights to acquire any remaining shares of capital stock of Borrower held by the Minority Shareholders following such conversion, in accordance with the Purchase Option (or otherwise) under the Shareholders’ Agreement.

Section 16. Miscellaneous.

(a) No waiver of any part of this Loan Agreement, nor consent to any departure from its terms by Lender is effective unless the same is in writing, and then such waiver or consent is effective only to the extent set forth therein.

(b) All notices or communications of either party to this Loan Agreement must be in writing (which will include an electronic or facsimile communication) and are effective (1) if given by mail, when deposited in the mail, with first class postage prepaid, addressed as provided herein, and (2) if given by any other means (including facsimile), when delivered or received at such addresses, to such party addressed as follows:

If to Borrower:

Mozaic Group Ltd.

5257 Shaw Avenue

St. Louis, MO 63110

Attention: Mary Ann Gibson

If to Lender:

Alcoa Securities Corporation

101 Cherry Street,

Suite 400, Burlington VT 05401

Attn: John E. Wilson, Jr., President & Treasurer

or otherwise addressed with respect to any party hereto as such party may designate in writing to the other pursuant to this Section 16(b).

(c) If any payment of interest or repayment of principal becomes due on a day that is not a Business Day at the location where such payment is to be made, such payment or repayment must be made on the first Business Day thereafter.

(d) All payments by Borrower to Lender will be made on the respective due dates by transfer to an account of Lender maintained at Mellon Bank, N.A., Pittsburgh, Pennsylvania, Account No. 000-1206, ABA # 043000261, in the amount due pursuant to the terms of this Loan Agreement or to such Other location or by such method of payment as Lender may direct by giving Borrower at least five Business Days advance written notice.

(e) This Loan Agreement will be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania, without regard to principles of conflicts of law.

(f) This Loan Agreement is binding upon and will inure to the benefit of Lender and its respective successors and assigns. Borrower may not assign or transfer its rights or obligations hereunder without Lender’s prior written consent.

[Signatures on the next page]

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have caused this Loan Agreement to be executed by their duly authorized officers effective June 30, 2004.

SCHEDULE A

PROMISSORY NOTE

$3,100,000	St. Louis, Missouri
	June 30, 2004

FOR VALUE RECEIVED, and intending to be legally bound hereby, the undersigned, MOZAIC GROUP LTD., a Missouri corporation (“Borrower”), hereby promises to pay to the order of ALCOA SECURITIES CORPORATION, a Delaware corporation (“Lender”), the principal sum of $3,100,000 or, if less, the aggregate unpaid amount of all loans made by Lender to Borrower under that certain Revolving Loan Agreement between Borrower and Lender effective June 30, 2004 (the “Loan Agreement”).

Payment of principal hereunder will be made as provided in the Loan Agreement.

Each Loan will bear interest at a rate equal to BBA-LIBOR plus 350 basis points, and that rate will change quarterly on the first day of each quarter beginning October 1, 2004. From June 30, 2004 through September 30, 2004, the applicable interest rate is 5.37% per annum. Accrued interest is due and payable quarterly in arrears on September 30, December 31, March 31 and June 30 of each year, beginning September 30, 2004 (each such date, an “Interest Payment Date”) and on the Maturity Date. Ail interest is computed on the basis of actual days elapsed and a 360-day year of twelve 30-day months. A late payment charge is payable in accordance with the terms of the Loan Agreement.

Borrower may, at its option and subject to Section 7 of the Loan Agreement, prepay all or any part of the remaining unpaid principal.

If any payment is due on a day that is not a Business Day, such payment will be made on the next Business Day thereafter.

This Promissory Note is issued under and entitled to the benefits of the Loan Agreement to which Loan Agreement reference is hereby made for a statement of the rights of the holder of this Promissory Note, including the right to accelerate the maturity hereof upon the happening of certain stated events. Capitalized terms used but not defined herein have the meanings assigned to them in the Loan Agreement.

IN WITNESS WHEREOF, Borrower has duly executed this Promissory Note as of the day and year first above written.

Attest:	MOZAIC GROUP LTD.
By:	By:
Its:	Its:

Schedule 2.1

Loan Commitment Reduction Schedule

Date*	Amount to Which Loan Commitment Will be Reduced
June 30, 2005	$	2,800,000
September 30, 2005	$	2,500,000
December 31, 2005	$	1,800,000
March 31, 2006	$	1,000,000

On or before each of the dates indicated, Borrower shall repay that portion of the outstanding principal balance of the Loans so that the outstanding principal balance does not exceed the reduced Loan Commitment

Schedule 11.1

Indebtedness of Borrower and its subsidiaries

MOZAIC GROUP, LTD.

DEBT

SCHEDULE 11.1

Notes Payable

NP - MISSOURI STATE BANK

MAG (DCS REAL ESTATE LLC) LOAN

Equipment Leases

KING LEASING

CAPITAL TECHNOLOGY & RELIANCE BANK

COLORFAB EQUIPMENT DIGITAL OUTPUT EQ

SBP IMAGE SOLUTIONS KONICA 7150 DIGITAL COPIER

FROM	MARILYN FAYOCK	TO	SUSAN ATKINS
	LEGAL DEPARTMENT
	ALCOA CORPORATE CENTER-6B05

JULY 6, 2004

RE: Revolving Loan Agreement between Alcoa Securities Corporation and Mozaic Group Ltd.

Enclosed please find the original Revolving Loan Agreement between Alcoa Securities Corporation and Mozaic Group Ltd. and Promissory Note from Alcoa Securities Corporation to Mozaic Group Ltd. for $3,100,000.

Thanks for your help.

SECURITY AGREEMENT

FOR VALUE RECEIVED, as security for the payment of all amounts due and owing by MOZAIC GROUP LTD. (the “Debtor”), a Missouri corporation to ALCOA SECURITIES CORPORATION (the “Secured Party”), a Delaware corporation, including, without limitation, any and all obligations of Debtor to Secured Party under that certain devolving Loan Agreement between Secured Party and Debtor that takes effect this date (the “Revolving Loan Agreement”) or any note executed by Debtor under the Revolving Loan Agreement (the “Note”)(cotlectively, the “Debt”).

Section 1. Creation of Security Interest.

The Debtor hereby assigns and pledges to the Secured Party, its successors, and assigns, and grants to it, its successors, and assigns, a security interest in and to:

1.1 the following described property of Debtor wherever located (capitalized terms used throughout this Security Agreement will have the meaning given to them by the Pennsylvania Uniform Commercial Code, as amended from time to time):

all accounts; accounts receivable; contract rights; chattel paper; general intangibles (excluding trade and proprietary secrets) and instruments, including without limitation instruments evidencing any obligation to Debtor for payment for goods sold or leased or services Tendered or otherwise; any goods the sale or lease of which has given or gives rise to any accounts, accounts receivable, contract rights, chattel paper, general intangibles or instruments; tax refunds; trade names; trade styles; trademarks; copyrights; patents; formulae; designs; blueprints; plans; software; literary rights; goodwill; licenses, permits and privileges; customer lists; rights of indemnification (Accounts);

whether any such property is now owned or hereafter acquired or existing by Debtor, and all records (including computer software) pertaining to the foregoing, and all substitutions for, all proceeds and all products of the foregoing, including insurance proceeds, to the fullest extent permitted by law. The pledge and grant of a security interest in proceeds hereunder will not be deemed to give Debtor any right to dispose of the Collateral other than in the ordinary course of its business.

Section 2. Collateral.

All property in which the Secured Party is granted a security interest hereunder will be hereinafter referred to as the “Collateral.”

Section 3. Protection of Collateral.

The Debtor hereby covenants and agrees with the Secured Party as follows:

3.1 The Debtor will maintain in good condition and repair and will protect and preserve the Collateral.

3.2 The Debtor warrants that the Debtor has and will continue to have good and marketable title to the Collateral, free and clear of all liens, encumbrances, and security interests (except those created hereby and other security interests of the Secured Party therein) and agrees to preserve such unencumbered title and the Secured Party’s security interest in the Collateral and to defend it against all parties.

3.3 Risk of loss of, damage to, or destruction of the Collateral is the responsibility of the Debtor, although the Secured Party will exercise reasonable care in the custody and preservation of any Collateral in its possession. The Secured Party will be deemed to have exercised such reasonable care if it takes such action for that purpose as the Debtor reasonably requests in writing, but no omission to do any act not requested by the Debtor will be deemed a failure to exercise reasonable care, and no omission to comply with any request of the Debtor will of itself be deemed a failure to exercise reasonable care.

3.4 The Debtor will execute and deliver to the Secured Party any financing statements or continuation statements or assignments or other instruments or take any other action deemed necessary by the Secured Party to perfect or continue the perfection of its security interest in the Collateral. Further, the Debtor hereby irrevocably appoints the Secured Party as the Debtor’s attorney-in-fact to do all acts and things which the Secured Party deems necessary or advisable to preserve, perfect and continue perfecting Secured Party’s interest in the Collateral, including without limitation, executing and filing such financing statements in the name of the Debtor in the Debtor’s place and stead.

Section 4. Default.

Occurrence of any of the following events will constitute an Event of Default under this Security Agreement.

4.1 The failure of the Debtor to make a payment of interest or principal when due under or pursuant to the terms of the Revolving Loan Agreement or the Note.

4.2 The failure of the D ebtor to perform promptly and comply with any of the terms, provisions, or conditions of this Security Agreement; the Revolving Loan Agreement, the Note, or the Amended and Restated Shareholders’ Agreement dated June 30, 2004 by and among Debtor, Southern Graphic Systems, Inc. and the other persons who are or become parties to that agreement (the “Shareholders’ Agreement”) or an act by the Debtor or the performance by the Debtor of an obligation that is not in accordance with the priorities and agreements set forth in the Intercreditor Agreement dated June 30, 2004 between the Secured Party and the Missouri State Bank or the Intercreditor Agreement dated June 30, 2004 between the Secured Party and Reliance Bank.

4.3 The dissolution of the Debtor or the liquidation in any way of the business of the Debtor.

2

4.4 The institution of a proceeding in bankruptcy, insolvency, receivership, or reorganization by or against the Debtor or any of its property which has not been dismissed within 60 days.

Section 5. Remedies.

At any time after a default by the Debtor hereunder, and after receipt by the Debtor of a notice of such default and the passage of 10 days after such receipt of notice without such default being cured by the Debtor, then the Secured Party, at its option and at the expense of the Debtor, may:

5.1 transfer into its own name, or into the name of its nominee, all or any part of the Collateral, thereafter receiving all dividends, income, or other distributions upon the Collateral;

5.2 notify any obligor on any of the Collateral, whether Accounts or otherwise, to make payment thereon directly to the Secured Party, whether or not the Debtor was theretofore making collections thereon;

5.3 inspect the books and records of the Debtor and make extracts therefrom;

5.4 take control of and manage all or any of the Collateral;

5.5 apply to the payment of any of the aforesaid liabilities, whether any be due and payable or not, any monies, including cash dividends and income from any Collateral, now or hereafter in the hands of the Secured Party, on deposit or otherwise, belonging to the Debtor, as the Secured Party, in its sole discretion, may determine;

5.6 do anything which the Debtor is required but fails to do hereunder, and in particular the Secured Party may, if the Debtor fails to do so, (i) insure or take any reasonable steps to protect the Collateral, (ii) pay all taxes, levies, expenses, and costs arising with respect to the Collateral, and (iii) pay any premiums payable on any policy of insurance required to be obtained or maintained hereunder, and add any amounts paid under this Section 5 to the principal amount of the Revolving Loan Agreement or the Note and other liabilities of the Debtor secured hereunder;

5.7 direct any insurer to make payment of any insurance proceeds, including any returned or unearned premiums, directly to the Secured Party, and apply such monies to any liabilities or other amounts evidenced or secured hereby in such order or fashion as the Secured Party may elect;

5.8 inspect the Collateral at any reasonable time; and

5.9 pay any amounts the Secured Party elects to pay or advance hereunder on account of insurance, taxes, or other costs, fees, or changes arising in connection with the Collateral, either directly to the payee(s) of such cost, Fee, or charge, directly to the

3

Debtor, or to such payee(s) and the Debtor jointly, and add any amounts paid under this Section 5 to the principal amount of Revolving Loan Agreement or the Note and other liabilities of the Debtor secured hereunder.

Section 6. Incorporation of Code.

This Security Agreement has been entered into under and pursuant to the Pennsylvania Uniform Commercial Code and the Secured Party has all the rights and remedies of a secured party thereunder.

Section 7. Severability.

If any one or more of the provisions of this Security Agreement is, for any reason, held invalid, Illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Security Agreement If any provision in this Security Agreement is held to be excessively broad, it will be construed by limiting it so as to be enforceable to the extent compatible with applicable taw.

Section 8. No Waiver of Default Rights.

Any delay or omission by the Secured Party to exercise any rights or powers arising from ‘ any default or any partial exercise thereof will not impair any such rights or powers, nor will the same be construed to be a waiver thereof or any acquiescence therein, nor will any action or nonaction by the Secured Party in the event of any default alter or impair the rights of the Secured Party in respect of any subsequent default, or impair or affect any rights or powers resulting therefrom.

Section 9. Further Remedies.

In case the Debt or any other liabilities of the Debtor to the Secured Party secured hereby mature, whether by declaration, acceleration or otherwise, and remain unpaid, then the Secured Party will have the full power and authority to proceed to exercise any one or more of the rights accorded to it by the Pennsylvania Uniform Commercial Code or otherwise accorded to it by law, including the right to require the Debtor to assemble any of the Collateral and make it available to the Secured Party at a place designated by the Secured Party and reasonably convenient to both parties. The proceeds of any collection, sale or other disposition of the Collateral or any part thereof will, after the Secured Party has made all deductions of reasonable expenses, including but not limited to reasonable attorneys¹ fees and other expenses incurred in connection with repossession, collection, sale, or disposition of the Collateral or in connection with the enforcement of the Secured Party’s rights with respect to the Collateral in any insolvency, bankruptcy, or reorganization proceedings, be applied against the liabilities secured hereby, whether all such liabilities be then due and payable or not, in such manner as the Secured Party will in its sole discretion determine.

4

Section 10. Assignment.

Upon any negotiation, sale or assignment of any of the liabilities of the Debtor secured under this Security Agreement by the Secured Party, the Secured Party may deliver or assign the Collateral hereunder or any part thereof, to the transferee or purchaser who will thereupon have and may exercise all powers, rights and options in respect of such Collateral and otherwise hereby given to the Secured Party, and the transferee or purchaser, who thus negotiates, sells, or assigns any of such liabilities to the Debtor secured hereby will thereafter be forever relieved and fully discharged from any liability or accountability in respect to such Collateral. This Security Agreement is nonassignable by the Debtor without the prior written consent of the Secured Party, which consent may be withheld for any reason or no reason whatsoever.

Section 11. Burden and Benefit.

The provisions of this Security Agreement are binding upon the Debtor, its successors, and permitted assigns, and the benefits hereof will inure to the Secured Party, its successors and assigns.

Section 12. Notice.

Except as specifically provided herein, the Debtor hereby waives any and all notice of every kind, to which it might otherwise be entitled with respect to the incurring of any farther obligation or liability by the Debtor to the Secured Party, the demand for payment, or the payment of all or any obligations or liabilities of the Debtor to the Secured Party (whether now existing or hereafter arising) or the presentment of any instrument for payment at anytime in connection with any obligation or liability of the Debtor, or the protest or nonpayment thereof.

Section 13. Termination.

This Security Agreement will remain in full force and effect until all liabilities of the Debtor to the Secured Party are paid in full.

Section 14. No Waiver.

No delay or failure on the part of the Secured Party in exercising any right, power, or privilege hereunder will operate as a waiver thereof or of any other right, power, or privilege of the Secured Party hereunder; nor will any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies of the Secured Party hereunder are cumulative and not exclusive of any rights or remedies which it may otherwise have at law or in equity.

Section 15. Governing Law.

This Security Agreement is governed by and is construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to principles of conflicts of law.

5

IN WITNESS WHEREOF, intending lo be legally bound hereby, the parties hereto have caused this Security Agreement to be duly executed in counterparts as of the 30^th day of June 2004

EX-10.19

Exhibit 10.19

FIRST AMENDMENT TO THE LOAN AGREEMENT

THIS FIRST AMENDMENT TO THE LOAN AGREEMENT (this “First Amendment”) is made as of the 14^th day of September 2004 by and between ALCOA SECURITIES CORPORATION (“Lender”), a Delaware corporation having its principal place of business at 101 Cherry Street, Suite 400, Burlington, VT 05401, and MOZAIC GROUP, LTD. (“Borrower”), a Missouri corporation having its principal place of business at 5257 Shaw Avenue, St. Louis, MO, 63110.

WHEREAS, Lender and Borrower have entered into a Loan Agreement dated June 30,2004 (the “Loan Agreement”); and

WHEREAS, the parties desire to amend the Loan Agreement pursuant to this First Amendment.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and in the Loan Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties acknowledge and agree as follows:

1. In Section 16(d) of the Loan Agreement, delete “Mellon Bank, N.A., Pittsburgh, Pennsylvania, Account No. 000-1206, ABA # 043000261” and insert the following in lieu thereof: “Citibank, New York, Account No. 30545992, ABA No. 021000089”

2. Capitalized terms used in this First Amendment and not otherwise defined herein shall have the meanings provided in the Loan Agreement

3. Except as expressly amended hereby, all of the terms and conditions of the Loan Agreement and the other documents entered into in connection with the Loan Agreement shall continue in full force and effect. If there is a conflict between the terms and conditions set forth in this First Amendment and the terms and conditions set forth in the Loan Agreement, the terms set forth in this First Amendment shall prevail.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of the day and year first above written.

EX-10.20

Exhibit 10.20

SECOND AMENDMENT TO LOAN AGREEMENT

THIS SECOND AMENDMENT TO THE LOAN AGREEMENT (this “Second Amendment”) is made as of the 18th day of August 2005 by and between ALCOA SECURITIES CORPORATION, a Delaware corporation (“Lender), and MOZAIC GROUP LTD., a Missouri corporation (“Borrower”).

WHEREAS, Lender and Borrower have entered into a Loan Agreement dated June 30, 2004, which was subsequently amended by a First Amendment dated as of the 14^th day of September 2004 (as amended, the “Loan Agreement”);

WHEREAS, the parties desire to amend the Loan Agreement pursuant to this Second Amendment; and

WHEREAS, this Second Amendment is being made in connection with amendments of even date herewith to the Employment Agreement dated as of June 30, 2004 between Mozaic Group Ltd. and Mary Ann Gibson; the Stock Purchase Agreement dated as of June 30, 2004 among Southern Graphic Systems, Inc., Mozaic Group Ltd. and Mary Ann Gibson; and the Mozaic Group Ltd. Amended and Restated Shareholders’ Agreement dated June 30, 2004 among Mozaic Group Ltd., Southern Graphic Systems, Inc., and the Persons listed on Schedule 1 attached thereto (collectively, the “Other Amendments”).

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and in the Loan Agreement, the Other Amendments, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties acknowledge and agree as follows:

1. The definition of “Maturity Date” contained in Section 1 of the Loan Agreement is amended to read in its entirety as follows:

“Maturity Date” means March 31, 2007 or such later date to which the term of this Agreement is extended with Lender’s written consent; provided, however, that if the Minority Shareholders exercise the Purchase Option under the Shareholders’ Agreement, then the “Maturity Date” is the date on which the Minority Shareholders purchase the capital stock of Borrower held by SGS (or its affiliates).

2. Schedule 2.1 to the Loan Agreement is amended to read in its entirety as set forth on the Revised Schedule 2.1 attached to this Second Amendment.

3. Capitalized terms used in this Second Amendment and not otherwise defined herein shall have the meanings provided in the Loan Agreement.

4. Except as expressly amended hereby, all of the terms and conditions of the Loan Agreement shall continue in full force and effect. If there is a conflict between the terms and conditions set forth in this Second Amendment and the terms and conditions set forth in the Loan Agreement, the terms set forth in this Second Amendment shall prevail.

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed as of the day and year first above written.

Revised Schedule 2.1

Loan Commitment Reduction Schedule

Date*	Amount to Which Loan Commitment Will be Reduced
March 31, 2006	$	2,800,000
June 30, 2006	$	2,500,000
September 30, 2006	$	1,800,000
December 31, 2006	$	1,000,000
March 31, 2007		-0-

* On or before each of the dates indicated, Borrower shall repay that portion of the outstanding principal balance of the Loans so that the outstanding principal balance does not exceed the reduced Loan Commitment.

(Check One): x  Form 10-K ¨  Form 11-K ¨  Form 20-F ¨  Form 10-Q ¨  Form N-SAR	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 25049 FORM 12b-25 NOTIFICATION OF LATE FILING
		Commission File Number 1-8086

For Period Ended: 9/30/00

¨  Transition Report on Form 10-K

¨  Transition Report on Form 20-F

¨  Transition Report on Form 11-K

¨  Transition Report on Form 10-Q

¨  Transition Report on Form N-SAR

For the Transition Period Ended:                                                              

Read attached instruction sheet before preparing form. Please print or type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:                     

PART I REGISTRANT INFORMATION

General DataComm Industries, Inc.

Full name of registrant:

Former name if applicable:

Park Road Extension

Address of principal executive office (Street and number):

Middlebury, CT 06762

City, state and zip code:

PART II — RULE 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

x	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
x	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
x	(c)	The accountant’s statement or other exhibit required by Rule 12b-25 (c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.)

The registrant has certain activities in process that, upon completion, or, if not completed, will impact the disclosures in the 10-K filing.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification.

William G. Henry	(203)	574-1118
(Name)	(Area Code)	(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15 (d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).    x  Yes    ¨  No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?    ¨  Yes    x  No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

General DataComm Industries, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date:	12-29-00	By:	/S/ WILLIAM G. HENRY
			William G. Henry
			Vice President and Chief Financial Officer

Instruction. The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer) , evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

	ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

GENERAL INSTRUCTIONS

1. This form is required by Rule 12b-25 of the General Rules and Regulations under the Securities Exchange Act of 1934.

2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of the public record in the Commission files.

3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.

4. Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.

5. Electronic Filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T.

EX-10.21

Exhibit 10.21

PROMISSORY NOTE

$3,100,000	St. Louis, Missouri
	June 30, 2004

FOR VALUE RECEIVED, and intending to be legally bound hereby, the undersigned, MOZAIC GROUP LTD., a Missouri corporation (“Borrower”), hereby promises to pay to the order of ALCOA SECURITIES CORPORATION, a Delaware corporation (“Lender”), the principal sum of $3,100,000 or, if less, the aggregate unpaid amount of all loans made by Lender to Borrower under that certain Revolving Loan Agreement between Borrower and Lender effective June 30, 2004 (the “Loan Agreement”).

Payment of principal hereunder will be made as provided in the Loan Agreement.

Each Loan will bear interest at a rate equal to BBA - LIBOR plus 350 basis points, and that rate will change quarterly on the first day of each quarter beginning October 1, 2004. From June 30, 2004 through September 30, 2004, the applicable interest rate is 5.37% per annum. Accrued interest is due and payable quarterly in arrears on September 30, December 31, March 31 and June 30 of each year, beginning September 30, 2004 (each such date, an “Interest Payment Date”) and on the Maturity Date. All interest is computed on the basis of actual days elapsed and a 360-day year of twelve 30-day months. A late payment charge is payable in accordance with the terms of the Loan Agreement.

Borrower may, at its option and subject to Section 7 of the Loan Agreement, prepay all or any part of the remaining unpaid principal.

If any payment is due on a day that is not a Business Day, such payment will be made on the next Business Day thereafter.

This Promissory Note is issued under and entitled to the benefits of the Loan Agreement to which Loan Agreement reference is hereby made for a statement of the rights of the holder of this Promissory Note, including the right to accelerate the maturity hereof upon the happening of certain stated events. Capitalized terms used but not defined herein have the meanings assigned to them in the Loan Agreement.

IN WITNESS WHEREOF, Borrower has duly executed this Promissory Note as of the day and year first above written.

ASSIGNMENT AND ASSUMPTION

AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into and made effective at 11:59 p.m. (Eastern Standard Time) this 30th day of December, 2005 (“Effective Time”), by and between Alcoa Securities Corporation, a Delaware corporation (“Assignor”), and Southern Graphic Systems, Inc., a Kentucky corporation (“Assignee”).

RECITALS

A. Pursuant to an Acquisition Agreement dated November 11, 2005 (“Acquisition Agreement”), RMC Delaware, Inc., a subsidiary of Alcoa Inc. and Affiliate of Assignor, has agreed to sell Southern Graphic Systems, Inc., including its controlling interest in Mozaic Group Ltd., to SGS International, Inc. (hereinafter the “Transaction”). As provided in the Acquisition Agreement, the Closing of the Transaction shall be deemed to be effective as of 11:59 p.m. (Eastern Standard Time) on December 30, 2005, simultaneous with the Effective Time.

B. Assignor is a party to certain financing agreements involving Mozaic Group Ltd. under which Assignor is a creditor of Mozaic Group Ltd. and has taken a security interest in certain assets of Mozaic Group Ltd.

C. Consistent with the terms of the Acquisition Agreement, Assignor shall assign its interest in such financing agreements to Assignee as of the Effective Time.

D. Assignor desires to assign all of its right, title and interest in and to such financing agreements, and Assignee desires to accept such assignment and assume the obligations of Assignor under the terms of such financing agreements and subject to the conditions hereinafter set forth.

NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Assignment. Assignor hereby assigns and transfers to Assignee all of its right, title, interest and obligations under the financing agreements listed in Exhibit A (the “Financing Agreements”).

2. Assumption. Assignee hereby accepts the foregoing assignment, and for itself, and its successors and assigns, assumes and agrees to perform all of the terms, conditions, covenants, and obligations to be performed on the part of the Assignor under the terms of the Financing Agreements. From and after the date hereof, Assignor shall have no further obligations or liabilities with respect to the performance of the Financing Agreements (except as a result of matters occurring prior to the effective date hereof).

3. Definitions. Capitalized terms used but not defined herein shall have the meanings given to those terms in the Acquisition Agreement.

(REMAINDER OF PAGE INTENTIONALLY LEFT BUNK – SIGNATURE PAGE TO FOLLOW)

Page 1 of 3

IN WITNESS WHEREOF, the parties have caused this Assignment and Assumption Agreement to be executed by their duly authorized officers, effective as of the date and time first above written.

DEBTOR ACKNOWLEDGEMENT AND CONSENT

IN WITNESS WHEREOF, Mozaic Group Ltd., for itself and its successors and assigns, hereby (i) acknowledges that it has received notice of and further grants its consent to this Assignment and Assumption Agreement, and (ii) agrees that from and after the date hereof, Assignor shall have no further obligations or liabilities to Mozaic Group Ltd. with respect to the performance of the Financing Agreements (except as a result of matters occurring prior to the Effective Time hereof).

Page 2 of 3

EXHIBIT A

FINANCING AGREEMENTS

1. Revolving Loan Agreement between Alcoa Securities Corporation as Lender and Mozaic Group Ltd. as Borrower, dated June 30, 2004, with a credit line of $3,100,000, as amended by First Amendment to the Loan Agreement between Lender and Borrower dated September 14, 2004.

2. Promissory Note between Alcoa Securities Corporation as Lender and Mozaic Group Ltd. as Borrower, dated June 30, 2004, in the amount of $3,100,000, or, if less, the aggregate unpaid amount of all loans made by Lender to Borrower under the Revolving Loan Agreement set forth in #1 above, as amended.

3. Security Agreement between Alcoa Securities Corporation as Secured Party and Mozaic Group Ltd. as Debtor, dated June 30, 2004, under which Debtor assigns and pledges certain assets to Secured Party as security for the payment of amounts due and owing by Debtor to Secured Party, including any and all obligations under the Revolving Loan Agreement set forth in #1 above, as amended.

4. Intercreditor Agreement by and between Reliance Bank and Alcoa Securities Corporation, dated June 30, 2004, under which Reliance Bank and Alcoa Securities Corporation set forth the relative priority of their respective security interests in Mozaic Group Ltd.’s assets.

5. Intercreditor Agreement by and between Missouri State Bank & Trust Co. and Alcoa Securities Corporation, dated June 30, 2004, under which Missouri State Bank & Trust Co. and Alcoa Securities Corporation set forth the relative priority of their respective security interests in Mozaic Group Ltd.’s assets.

Page 3 of 3

EX-10.22

Exhibit 10.22

EMPLOYMENT AGREEMENT

THIS AGREEMENT is entered into as of January 1, 2006 (the “Effective Date”), by and between SGS INTERNATIONAL, INC., a Delaware corporation (“SGS”), and BENJAMIN F. HARMON, IV (“Employee”).

RECITALS:

A. SGS desires to retain the services of Employee under the terms and conditions set forth in this Agreement.

B. Employee desires to be employed by SGS under the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the promises and the mutual covenants contained herein, the parties agree as follows:

Section 1. Duties and Employment Terms

Employee shall serve as “Vice President, General Counsel and Secretary” of SGS.

The employment of Employee by SGS shall continue for a three-year term beginning on the Effective Date and ending on December 31, 2008 (such three-year term, together with any subsequent renewal thereof, being referred to as the “Employment Term”), unless terminated at an earlier date pursuant to Section 3. This Agreement will automatically renew for successive one-year periods, unless either SGS or Employee gives written notice to the other not less than 90 days before the end of the original Employment Term (or any subsequent renewal thereof, as the case may be).

During his employment by SGS as Vice President, General Counsel and Secretary, Employee shall serve as SGS’s chief legal officer. Employee shall perform all duties reasonably assigned or delegated to him from time to time by SGS consistent with and appropriate to his position and shall diligently perform all acts and services customarily associated with his position, devoting his full time, best efforts and attention to the advancement of SGS’s interests and business. Employee shall not be engaged in any other duties or pursuits which are inconsistent with the business of SGS or his duties hereunder.

Employee shall be employed in Richmond, Virginia.

Section 2. Compensation

(a) Base Salary. During the Employment Term, and subject to the provisions of Section 3, SGS shall pay to Employee an annual base salary of One Hundred Seventy-Five Thousand Dollars ($175,000.00). Salary shall be payable in accordance with SGS’s normal payroll practices, but no less frequently than monthly. SGS shall review Employee’s base salary annually for purposes of considering an increase in

accordance with SGS’s salary administration policy as in effect for similarly situated senior management employees of SGS; provided, that such salary review shall not be deemed to entitle Employee to an increase in his base salary.

(b) Incentive Compensation. Employee shall be eligible to participate in any incentive and bonus plans and/or programs which are generally available to other similarly situated senior management employees.

(c) Benefits. During the Employment Period, and subject to the provisions of Section 3, Employee shall be entitled to such other benefits as are provided by SGS from time to time for other similarly situated senior management employees, including reimbursement of business expenses in accordance with applicable company policies. Employee shall be given credit for his prior years of service with Reynolds Metals Company and Alcoa Inc. for purposes of participation in, the level of benefits available under, vesting in benefits under, and all other purposes with respect to, the benefit plans and programs provided by SGS from time to time for other similarly situated senior management employees. In addition, SGS shall reimburse Employee for the costs of maintaining membership in the Virginia State Bar (together with the cost of membership in the Corporate Counsel section of the Virginia State Bar) and the Richmond Bar Association (together with the cost of membership in the Corporate Counsel section of the Richmond Bar Association) and the reasonable costs of satisfying applicable mandatory continuing legal education requirements.

Section 3. Termination

(a) Termination Events.

(i) Employee’s employment shall terminate automatically upon his death.

(ii) Employee’s employment shall terminate six months from the onset of total disability. For purposes of this Section, Employee shall be considered totally disabled if his physical or mental condition or both are medically such that he personally is unable to perform those duties he would otherwise be expected to continue to perform under this Agreement and his nonperformance of such duties can reasonably be expected to continue or does continue for not less than six months. The final decision on total disability hereunder shall be made by a qualified physician acceptable to both parties. In the event of a totally disabling condition, it is understood that while the employment relationship will continue for at least six months, the duties of Employee may be assumed by another or others.

(iii) SGS may terminate Employee’s employment for “Cause” upon written notice. A determination of Cause must be made in good faith by the Chief Executive Officer of SGS, or by his successors. As used herein, “Cause” shall mean (A) gross or willful misconduct; (B) willful and repeated failure to comply with the directives of SGS’s board of directors or Chief Executive Officer; (C) any criminal act or act of dishonesty or any act of fraud or misappropriation involving SGS or any of its subsidiaries; (D) any conviction or plea of guilty or nolo

2

contendre to a felony or a crime involving dishonesty; (E) material breach of the material terms of any confidentiality, non-competition, non-solicitation or employment agreement between Employee and SGS or any of its subsidiaries; (F) acts of malfeasance or gross negligence in a matter of material importance to SGS or any of its subsidiaries; (G) the material failure to perform the duties and responsibilities of Employee’s position after written notice and a reasonable opportunity to cure (not to exceed 30 days); (H) grossly negligent conduct; or (I) activities materially damaging to SGS or any of its subsidiaries.

(iv) SGS may terminate Employee’s employment without cause, upon written notice.

(v) Employee may voluntarily terminate his employment during the Employment Term by giving a minimum of 30 days’ written notice to SGS. If Employee terminates his employment for “good reason” it will be deemed to be a termination by SGS without cause. “Good reason” means, after written notice by Employee to SGS and a reasonable opportunity for SGS to cure (not to exceed 30 days): (A) Employee’s base salary is not paid in full; (B) Employee’s target incentive payments are reduced; or (C) Employee’s job duties and responsibilities are materially diminished.

(b) Compensation following termination.

(i) If Employee’s employment is terminated for any reason, he shall be entitled to receive the employee benefits to which he is entitled under the terms of the relevant employee benefit plans in which he participates.

(ii) If Employee’s employment is terminated because of disability, Employee shall receive his normal compensation for the period of disability preceding termination of employment and then will be entitled to receive a pro rata portion of his bonus payments to the date of termination under any incentive and/or bonus plans or programs in which Employee participates.

(iii) If Employee is terminated, other than for cause or by death or disability, or if Employee terminates employment for good reason, he shall be entitled to (A) receive 100% of his base salary for a 12-month period thereafter; (B) receive a pro rata share of the estimated bonus for the year in which the termination occurs; and (C) continued participation in the employee welfare benefit plans for Employee and his dependents (other than disability and life insurance) for the remainder of the Employment Term.

(iv) If SGS notifies Employee that Employee’s employment under this Agreement will not be renewed for a subsequent period (for a reason other than termination for cause) and that Employee will not be permitted to continue his employment without an employment agreement following termination of this Agreement, Employee will be entitled to a lump sum payment of One Hundred Seventy-Five Thousand Dollars ($175,000) upon termination of this Agreement.

3

(v) If Employee is terminated for cause, dies or voluntarily terminates other than for good reason, he shall only be entitled to payment of earned and unpaid base salary to the date of termination and, in the case of death, payment of earned and unpaid incentive payments.

Section 4. Intellectual Property

(a) Inventions and Improvements. Employee shall promptly and fully disclose to SGS the following inventions and improvements conceived or made by Employee, either solely or jointly with others, at any time during his employment by SGS or within one year thereafter: (i) inventions and improvements conceived or made during working hours; or on SGS’ premises; or through the use of SGS’ equipment, supplies, or facilities; or in the course of work performed for SGS; or as a result of information received from SGS when it was not generally known to the public; or (ii) inventions and improvements relating to the business of SGS or any of its subsidiaries or affiliates. Such inventions and improvements and patent rights pertaining to them shall be the sole property of SGS. Employee shall assign them to SGS upon request. Employee shall execute all documents and do everything else necessary to assist SGS, at SGS’s expense, in patenting such inventions and improvements and enforcing such patents. This paragraph shall remain in effect after termination of Employee’s employment for any reason, including voluntary departure, for a period of twenty-four (24) months after termination of employment.

(b) Confidentiality. Employee shall hold in confidence and trust all confidential or proprietary business or technical information presently known or hereafter acquired or developed by Employee in connection with his employment by SGS (“Confidential Information”). Confidential Information includes, without limitation, trade secrets; know-how not generally known to the public; confidential or proprietary management methods, operating techniques, procedures and methods; designs; customer lists; employee lists; collection procedures; cost information; financial reports; business plans; terms of contracts to which SGS is a party; details of customer negotiations; and information received in confidence by SGS from others. Employee shall use Confidential Information only for SGS’ benefit. Employee shall take all reasonable precautions to ensure that Confidential Information is not disclosed to unauthorized persons or used in an unauthorized manner. Upon termination of employment for any reason, including voluntary departure, Employee shall not keep any documents or materials embodying or containing Confidential Information. The preceding sentence notwithstanding, Employee shall be permitted to retain copies of contracts and other documents as reasonably appropriate for an attorney’s “form file”; provided that the SGS-specific details of such contracts and other documents shall be considered Confidential Information subject to this paragraph. This paragraph shall remain in effect after termination of Employee’s employment for any reason, including voluntary departure. The foregoing provisions of this Section 4(b) shall not apply to information (a) which is in the public domain or independently received from a third party with a right to disclose such information and (b) to the extent that disclosure is required by law, provided that, if disclosure is so required, Employee shall promptly notify SGS so that SGS may seek appropriate legal or equitable relief.

4

Section 5. Non-competition and Non-solicitation

Employee agrees that for as long as he is employed by SGS and, subject to the next sentence, for a period of 12 months after termination of this Agreement (the “12-Month Post-Termination Period”) he shall not directly or indirectly, for his benefit or with any person, firm, or corporation whatsoever, other than SGS, own, manage, operate, control, provide consulting services to, be employed by or participate in the ownership, management, operation, or control of, or be connected in any manner with, any business of the type and character engaged in and competitive with that conducted by SGS in the geographic and product market areas of SGS. Employee’s obligations under the preceding sentence will apply during the 12-Month Post-Termination Period only (i) with respect to a non-legal function in which Employee would not be engaged in the practice of law and/or (ii) if Employee ceases to be subject to Virginia’s Rules of Professional Conduct (or successor rules applicable to attorneys licensed in Virginia) and the attorney professional conduct rules of any other jurisdiction applicable to Employee.

In addition, Employee agrees that for as long as he is employed by SGS and during the 12-Month Post-Termination Period he shall not (i) interfere with the employment relationship between SGS (together with the corporate affiliates of SGS) and its other employees by soliciting any of such individuals to participate in independent business ventures; or (ii) solicit, in connection with any business of the type and character engaged in and competitive with that conducted by SGS, any current or former customers of SGS (or its corporate affiliates).

Employee agrees that, in consideration of the promises and mutual covenants contained herein, the territorial, time and scope limitations set forth in this Section 5 are reasonable and are required for the protection of SGS, and that such limitations should be enforced by a court notwithstanding the fact that such limitations might otherwise be deemed unreasonable. However, if any such territorial, time or scope limitation is nonetheless deemed to be unreasonable by a court of competent jurisdiction, Employee and SGS agree to the reduction of any such limitation to such area, period or scope as the court shall deem reasonable under the circumstances.

Section 6. Binding Effect

This Agreement shall bind and inure to the benefit of SGS and its successors and assigns and Employee and his heirs, executors, administrators and personal representatives.

Section 7. Severability

If it shall be determined at any time by a court of competent jurisdiction that any term or provision of this Agreement is invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and the parties agree that such term or provision determined to be invalid or unenforceable may be amended by the court to make such term or provision valid and enforceable, and the said term or provision as so amended shall be enforceable between the parties to the same extent as if such

5

amendment had been made prior to the date of the alleged breach of said term or provision.

Section 8. Applicable Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.

Section 9. Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as specifically set forth herein.

Section 10. Acknowledgment

EMPLOYEE, BY HIS SIGNATURE BELOW, ACKNOWLEDGES THAT HE HAS READ AND UNDERSTOOD THIS AGREEMENT AND THAT HE HAS HAD THE OPPORTUNITY TO RECEIVE INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE MEANING AND LEGAL EFFECT HEREOF.

Section 11. Counterparts

This Agreement may be simultaneously executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute but one and the same instrument.

IN WITNESS WHEREOF, SGS, by its duly authorized representative, and Employee have executed this Agreement as of the date and year first above written.

6

EX-10.23

Exhibit 10.23

MOZAIC GROUP LTD.

AMENDED AND RESTATED

SHAREHOLDERS’ AGREEMENT

This Mozaic Group Ltd. Amended and Restated Shareholders’ Agreement dated June 30, 2004 (the “Agreement”) by and among Mozaic Group Ltd., a Missouri corporation (the “Company”), Southern Graphic Systems, Inc., a Kentucky corporation (“SGS”), those Persons listed on Schedule 1, attached hereto, and those other Persons who hereafter own or acquire shares of capital stock of the Company and become a party to this Agreement and only as expressly permitted in this Agreement, any Permitted Transferees of any of them (collectively, the “Minority Shareholders”), SGS and the Minority Shareholders are sometimes referred to individually as a “Shareholder” and collectively as the “Shareholders”. This Agreement amends and restates in full the Shareholders’ Agreement dated August 14, 2003 by and among the Company and Mary Ann Gibson, trustee of Mary Ann Gibson Amended and Restated Revocable Living Trust u/a/d September 5, 1997, and those who have executed a Supplemental Shareholder’s Agreement.

RECITALS

WHEREAS, the Company has executed the Stock Purchase Agreement (the “Stock Purchase Agreement”) dated June 30, 2004 among SGS, Mary Ann Gibson and Mozaic Group Ltd., pursuant to which SGS will acquire 51% of each of the Voting Common Stock and Non-Voting Common Stock of the Company.

WHEREAS, effective upon closing of the acquisition contemplated by the Stock Purchase Agreement the Minority Shareholders will hold 49% of each of the Voting Common Stock and Non-Voting Common Stock of the Company;

WHEREAS, effective upon closing of the acquisition contemplated by the Stock Purchase Agreement SGS and the Minority Shareholders in the aggregate are holders of all of the issued and outstanding shares of the Company’s Voting Common Stock and Non-Voting Common Stock (for the purpose hereof, such shares, as well as all shares of Voting Common Stock and Non-Voting Common Stock of the Company hereafter acquired by the Shareholders from the Company or a Shareholder arc referred to as “Shares”);

WHEREAS, the effectiveness of this Agreement is conditioned upon the execution of the Stock Purchase Agreement and the consummation of the transaction thereunder;

WHEREAS, certain capitalized terms used in this Agreement that are not defined elsewhere are defined in Section 15.1 of this Agreement;

WHEREAS, the parties desire to provide for certain matters regarding the Shares and the governance of the Company.

Confidential Page 1

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and obligations set forth in this Agreement, the parties, intending to be legally bound, agree as follows:

TERMS

1. Capitalization of the Company. As of the date of this Agreement:

1.1 The authorized capitalization of the Company is 100,000 shares of Class A (voting) common stock, $0.10 par value per share (the “Voting Common Stock”) and 900,000 shares of Class B (non-voting) common stock, $0.10 par value per share (the “Non-Voting Common Stock”).

1.2 The number of shares of capital stock of the Company which are issued and outstanding is 248,965 which consists of 16,795 Voting Common Stock and 232,170 Non-Voting Common Stock.

1.3 The issued and outstanding capital stock of the Company is held by the Shareholders as set forth on Schedule 2, attached hereto.

1.4 Except as otherwise provided in this Agreement, each Shareholder represents and warrants that such Shareholder holds the Shares held by it set forth in Section 1.3, free and clear of any and all liens, pledges or encumbrances. Each Shareholder agrees not to incur, create or subject the Shares to any liens, pledges or encumbrances during the term of this Agreement, or any renewal or extension of it.

1.5 For purposes of purchasing a percentage of Shares or the Shares of a Shareholder pursuant to this Agreement, such Shares or percentage of Shares shall be based on the total of all shares owned by a Shareholder which includes Voting Common Stock and Non-Voting Common Stock. For purposes of corporate governance provisions under this Agreement, including without limitation any voting provisions, the percentage of Shares for voting shall be based on the total of the Voting Common Stock owned by a Shareholder.

2. Management of the Company.

2.1 Election and Removal of Board of Directors Generally.

(a) The Shareholders shall vote (or shall consent pursuant to an action by written consent of the Shareholders) all of their Shares to establish and maintain a board of directors elected in accordance with this Agreement. Except as otherwise required by law, the business and affairs of the Company will be under the direction of its board of directors (the “Board”). For so long as SGS is a Shareholder, the Company’s Board shall consist of five (5) persons (the “Directors”). Three (3) Directors will be designated for nomination and election by SGS and two (2) Directors will be designated for nomination and election by

Confidential Page 2

the Minority Shareholders, provided that if the Minority Shareholders do not hold at least 34% of the outstanding Voting Common Stock then the Minority Shareholders shall only have the right to elect one (1) Director and SGS will have the right to elect four (4) Directors. The Shareholders shall vote all their Shares to elect individuals so nominated to be Directors.

(b) The Company shall provide the Shareholders with twenty (20) days’ prior written notice of any meeting at which Directors are to be elected. Each of SGS and the Minority Shareholders, if applicable, shall give written notice to the Company, no later than ten (10) days after receipt of such notice, of the persons designated by such Shareholders, if any, pursuant to Section 2.l(a) as its nominee for election as a Director. If SGS and/or the Minority Shareholders shall fail to give notice to the Company as provided hereinabove, it shall be deemed that the designee, if any, of SGS and/or the Minority Shareholders then serving as the designated Director shall be its designee for reelection. All Shareholders agree to vote their Shares in a manner to elect the designees of the Minority Shareholders and SGS.

(c) No Shareholder shall vote to remove a Director designated by another Shareholder, except (i) upon clear and convincing evidence of bad faith or willful misconduct with respect to the Company, or (ii) if the Shareholder or Shareholders that nominated a Director give written notice to all the other Shareholders that such Shareholder or Shareholders wish to remove that Director, then all Shareholders shall vote their Shares in favor of removing that Director and replacing such designee. If, for any reason, any Director ceases to hold office, only the Shareholder or Shareholders that are entitled to nominate that Director shall be entitled to promptly nominate an individual to fill the vacancy so created for the unexpired term and all Shareholders shall vote all their Shares for the individual nominated to fill the vacancy

2.2 Current Board of Directors. Effective upon the execution and delivery of this Agreement, the number of Directors of the Company shall be set at five (5), and the Board shall consist of: Donna C. Dabney (nominated by SGS), Henry R. Baughman (Chairman) (nominated by SGS), Benjamin F. Harmon, IV (nominated by SGS), Mary Ann Gibson (“MAG”) (nominated by the Minority Shareholders), and William R. Freeman III (nominated by Minority Shareholders).

2.3 Board of Directors Meeting. The Company shall use its best efforts to ensure that meetings of its Board are held at least four times each year and at least once each quarter.

2.4 Quorum and Action by Directors. The presence of three (3) Directors, in person or by proxy, is required to constitute a quorum and action by at least three (3) Directors is required to constitute action and approval by the Board; provided, however, that at least one of the Directors appointed by the Minority Shareholders must be present in person or by proxy to constitute a quorum for purposes of taking action on the

Confidential Page 3

following matters, and such Director together with at least one of the Directors appointed by SGS shall be required to approve any of such matters:

(a) any sale greater than $25,000 of assets outside the ordinary course of business, or a consolidation, merger, liquidation, or dissolution of the Company (subject to ASC’s rights in the event of a default under the ASC Loan);

(b) incurrence of debt (other than trade payables in the ordinary course of business) greater than $50,000, subject to ASC’s right to refinance the ASC Loan with a third party;

(c) granting security interests in or mortgages of the Company’s assets involving more than $50,000;

(d) approving or amending annual business plans (including plans for realizing cross-selling synergies);

(e) approving or amending annual operating and capital expenditure budgets for Year 3 and beyond;

(f) transactions between the Company and a Shareholder or Affiliate of a Shareholder, except for the purchase of materials or services from the parties (or their Affiliates) at normal or standard market prices or terms;

(g) any change to the operating plans and capital expenditures and related budgets for Year 1 and Year 2, as agreed and attached hereto as Schedule 3 (the “Agreed Year 1 and Year 2 Plans and Budget”);

(h) issuance of any stock that would dilute the aggregate ownership interest of the Minority Shareholders;

(i) any increase or decrease in the fixed amount of five (5) Directors as set forth in Section 2.1 (a) of this Agreement;

(j) any increase or decrease in the number of authorized shares of Voting and Non-Voting Common Stock;

(k) creation of any new series or class of stock or creation of any bonds, notes or other obligations convertible into, exchangeable for or using option rights to purchase shares of stock of the Company;

(l) issuance of any of the authorized but unissued Voting Common Stock and Non-Voting Common Stock;

(m) reclassification, alteration or change of the rights, preferences or privileges of the Voting Common Stock and Non-Voting Common Stock or any other class or

Confidential Page 4

series of shares so as to materially and adversely affect any of the Shares of the Shareholders; or

(n) any material reorganization of the Company, including the transfer of significant operations or assets into subsidiaries or similar change in operation or structure.

2.5 Action by the Shareholders. No action by the Shareholders shall be taken without the vote of the Shareholders holding at least a majority of the Shares of the Voting Common Stock of the Company; provided, however, that the following matters will require the approval of the Shareholders holding at least 66-2/3% of the Shares of Voting Common Stock:

(a) any sale greater than $25,000 of assets outside the ordinary course of business, consolidation, merger, liquidation, or dissolution (subject to ASC’s rights in the event of a default under the ASC Loan);

(b) incurrence of debt (other than trade payables in the ordinary course of business) greater than $50,000, subject to ASC’s right to refinance the ASC Loan with a third party;

(c) granting security interests in or mortgages of Company’s assets involving more than $50,000;

(d) approving or amending annual business plans (including plans for realizing cross-selling synergies);

(e) approving or amending annual operating and capital expenditure budgets for Year 3 and beyond;

(f) transactions between the Company and a Shareholder or an Affiliate of a Shareholder, except for the purchase of materials or services from the parties (or their Affiliates) at normal or standard market prices or terms;

(g) any change to the Agreed Year 1 and Year 2 Plans and Budget; provided, that any such change will require the agreement of the holders of not less than 90% of Voting Common Stock of the Company if SGS has converted the ASC Loan to equity;

(h) issuance of any stock that would dilute the aggregate ownership interest of the Minority Shareholders;

(i) any increase or decrease in the fixed amount of five (5) Directors as set forth in Section 2.1(a) of this Agreement;

Confidential Page 5

(j) any increase or decrease in the number of authorized shares of Voting and Non-Voting Common Stock;

(k) creation of any new series or class of stock or creation of any bonds, notes or other obligations convertible into, exchangeable for or using option rights to purchase shares of stock of the Company;

(l) issuance of any of the authorized but unissued shares of Voting and Non-Voting Common Stock; or

(m) reclassification, alteration or change of the rights, preferences or privileges of the Voting and Non-Voting Common Stock or any other class or series of shares so as to materially and adversely affect any of the Shares of the Shareholders;

(n) any material reorganization of the Company, including the transfer of significant operations or assets into subsidiaries or similar change in operation or structure.

3. Rights as a Shareholder. Each Shareholder acknowledges that, by becoming a Shareholder in the Company and entering into this Agreement, such Shareholder is not entering into or forming a partnership relationship with any other Shareholder and that the Shareholders of the Company shall not owe to one another the same or substantially the same fiduciary duties that partners owe to one another. Accordingly, except as expressly provided in this Agreement or required by law, each Shareholder acknowledges that each such Shareholder shall not, solely by virtue of such Shareholder’s ownership of Shares, be entitled among other things (a) to employment by the Company; (b) to serve as a director or officer of the Company, (c) to receive dividends or other distributions on such Shareholder’s Shares, except as the same may be declared from time to time by the Board in its sole discretion; (d) to have such Shareholder’s Shares redeemed by the Company when Shares of other Shareholders are being redeemed if the Board shall have determined in good faith that there exist special circumstances for redeeming the Shares from such other Shareholders; (e) to participate in or have preemptive rights with respect to any issue of capital stock, or rights to acquire capital stock of the Company, unless the Board shall have determined in its discretion to make such rights available; or (f) to sell such Shareholder’s Shares when another Shareholder is selling Shares.

4. Restrictions of Transfer of Shares; Permitted Transfers.

4.1 Restrictions of Transfer of Shares. Except as expressly provided in this Agreement, no Shareholder may sell, transfer, pledge or otherwise encumber such Shareholder’s Shares, now owned or hereafter acquired, without the prior written consent of the holders of at least 90% of the Shares of Voting Common Stock. Any purported sale, transfer, encumbrance or disposition in violation of this Agreement shall be void and shall not operate to transfer any interest or title to the purported transferee.

Confidential Page 6

4.2 Permitted Transfers. In addition to other sales and/or transfers expressly permitted under this Agreement, SGS, DCS Family Investments, LLC, DCS Real Estate, L.L.C. and DCS Ventures, LLC, upon providing prior written notice to the other, may sell or transfer, including transfer by operation of law, to any Affiliate, its Shares at any time without restriction, other than compliance with applicable securities laws and the requirement that the transferee agree to be bound by the terms of this Agreement (a “Permitted Transferee”). No transfer may be made by SGS to a Permitted Transferee unless the Permitted Transferee executes and delivers a written agreement, in form and substance reasonably satisfactory to the Company, agreeing to be bound by the provisions of this Agreement as a “Shareholder”. No transfer may be made by DCS Family Investments, LLC, DCS Real Estate, L.L.C. and DCS Ventures, LLC to a Permitted Transferee other than under the DCS Ventures, LLC governing documents as of the date hereof unless MAG has controlling ownership interest in the Permitted Transferee and the Permitted Transferee executes and delivers a proxy granting MAG all voting power with respect to the transferred shares, In addition, no transfer may be made by MAG to a Permitted Transferee unless the Permitted Transferee executes and delivers a written agreement, in form and substance reasonably satisfactory to the Company, in which the Permitted Transferee, agrees to bound by the provisions of this Agreement as a “Shareholder”; provided, however, that MAG shall remain liable for all obligations and liabilities under this Agreement. MAG shall not transfer her ownership interest in DCS Family Investments, LLC, DCS Real Estate, L.L.C. and DCS Ventures, LLC or any of their Permitted Transferees that own Shares in the Company.

4.3 Representations. In connection with a sale of any of the Shares pursuant to this Agreement, the selling Shareholder shall be required to represent that (a) he, she or it has title to such Shares, free and clear of all liens and encumbrances except as provided in this Agreement; (b) he, she or it has power and authority to sell such Shares; and (c) the sale does not conflict with any other agreement to which the Shareholder is a party.

4.4 Legend on Certificates. No Shares shall be transferred on the books of the Company except upon compliance with the restrictions on transfer contained in this Agreement. Each certificate for Shares shall bear the following legend:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR EXEMPTION THEREFROM UNDER SAID ACT OR THE RULES AND REGULATIONS PROMULGATED THEREUNDER. THE SECURITIES REPRESENTED HEREBY ARE FURTHER RESTRICTED BY THE PROVISIONS OF THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT DATED JUNE 30, 2004, AS IT MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE IN THE OFFICES OF THE COMPANY IN THE STATE OF MISSOURI.”

Confidential Page 7

together with such other legends as may be necessary or appropriate under applicable securities laws and to reflect the terms of other agreements to which the Shareholders and the Company are party.

5. Purchase Option.

5.1 SGS Option to Purchase Remaining Interest. SGS will have the right (the “Purchase Option”), exercisable in its sole discretion during Year 3 to acquire all outstanding Shares held by the Minority Shareholders (the “Remaining Shares”), and the Minority Shareholders agree to sell the Remaining Shares to SGS upon the terms contained in this Section 5. SGS may exercise the Purchase Option by providing to each Minority Shareholder sixty (60) days’ prior written notice any time within Year 3 (the “Purchase Option Exercise Notice”). The price to be paid to the Minority Shareholders for the Remaining Shares pursuant to the Purchase Option shall be an amount expressed and paid in United States Dollars equal to the Purchase Option Exercise Price (defined below). Upon the Minority Shareholders’ receipt of the Purchase Option Exercise Notice, the Minority Shareholders shall complete the sale of all but not less than all of the Remaining Shares within sixty (60) days from the date of the Purchase Option Exercise Notice. At the closing, each Minority Shareholder shall deliver to SGS the certificate(s) for all of such Minority Shareholder’s Shares (duly endorsed for transfer or accompanied by appropriate stock powers), against payment by SGS of that portion of the Purchase Option Exercise Price payable to such Minority Shareholder.

5.2 Purchase Option Exercise Price. The total “Purchase Option Exercise Price” shall be an amount equal to (a) the number of Shares owned by the Minority Shareholders divided by the total issued and outstanding Shares of the Company, multiplied by (b) 5 times EBITDA for the twelve-month period ending on the last day of the month prior to the date the Purchase Option Exercise Notice is given. For example, if the Year 2 Projections arc met and the EBITDA for the twelve-month period ending on the last day of the month prior to the date the Purchase Option Exercise Notice is given is $6.7 million, a multiple of 5 will provide for a total Company valuation of $33.5 million. 49% of said amount is $16,415,000. The Minority Shareholders will be paid their pro rata share of said amount upon the closing of the Purchase Option.

6. Non-Performance Exit Right; Right of First Offer; Drag-Along Right.

6.1 Non-Performance Exit Right. In the event that the Company has (a) Sales in Year 2 that are less than $18,750,000 and (b) EBITDA in Year 2 that is less than $5,011,500, then SGS will have the right (the “Non-Performance Exit Right”), exercisable in its sole discretion during Year 3, to sell all but not less than all of its Shares to a third party, subject to this Section 6. Subject to the Minority Shareholders’ First Offer Right as set forth in Section 6.2, SGS may exercise the Non-Performance Exit Right by providing to each Minority Shareholder at least ninety (90) days’ prior written notice any time within Year 3 (“Non-Performance Exit Right Notice”) concerning its intent to sell all of its Shares to a third party.

Confidential Page 8

6.2 Right of First Offer. Upon the Minority Shareholders receipt of the Non-Performance Exit Right Notice, the Minority Shareholders shall collectively have the right to provide an offer to SGS (the “First Offer Right”) to purchase all but not less than all of SGS’s Shares. All Minority Shareholders are not required to participate, but if one or more of the Minority Shareholders choose to exercise their First Offer Right then a Minority Shareholder authorized by all of the Minority Shareholders shall deliver, on behalf of all Minority Shareholders, to SGS and the Company, within fifteen (15) days after receiving the Non-Performance Exit Right Notice, a written notice executed by all Minority Shareholders. The written notice shall state the terms of the offer, which shall be binding on the Minority Shareholders, including the names of the Minority Shareholders that have elected to participate in the offer, the purchase price and terms pursuant to which the Minority Shareholders are willing to purchase all but not less than all of SGS’s Shares. None of the Minority Shareholders can exercise the First Offer Right until all Minority Shareholders have agreed and executed the notice delivered to SGS; provided, that those electing not to participate shall so indicate in such notice. Failure of the Minority Shareholders to notify SGS of their offer to purchase all of SGS’s Shares within such 15-day period, time being of the essence, shall constitute a waiver of the First Offer Right by the Minority Shareholders. If the Minority Shareholders elect to exercise their First Offer Right and SGS accepts such offer, then each participating Minority Shareholder shall purchase a pro rata portion of SGS’s Shares based on the number of Shares owned by that Minority Shareholder participating in exercising First Offer Right divided by the total number of Shares owned by all Minority Shareholders participating in exercising the First Offer Right.

6.3 Acceptance/Rejection. SGS, in its sole discretion, shall accept or reject the Minority Shareholders’ offer within fifteen (15) days from the date of SGS’s receipt of the Minority Shareholders’ offer. In the event that the Minority Shareholders properly exercise their First Offer Right and SGS accepts such offer, the Minority Shareholders must complete the purchase of all of SGS’s Shares within sixty (60) days from the date of SGS’s acceptance. Notwithstanding the foregoing, the Minority Shareholders’ acquisition of all of SGS’s Shares shall be conditioned upon the repayment of the ASC Loan in full at or before the closing of such acquisition. At the closing, SGS shall deliver to the Minority Shareholders the certificate(s) for all of SGS’s Shares (duly endorsed for transfer or accompanied by appropriate stock powers), against payment by the Minority Shareholders of the purchase price therefor. If the Minority Shareholders do not exercise their First Offer Right pursuant to Section 6.2 or SGS rejects the Minority Shareholders* offer, SGS may proceed with a sale of all of its Shares to a third party, subject to Section 6.4 below.

6.4 Drag Along Right. If SGS intends to accept a third party offer, then SGS shall deliver to each Minority Shareholder a notice of such third party offer (a “Disposition Notice”), specifying the purchase price and other terms and conditions of such third party offer and SGS’s reasonable determination that the third party offer is more favorable to SGS than any offer of the Minority Shareholders pursuant to Section 6.2.

Confidential Page 9

Unless waived by all of the Minority Shareholders, SGS’s determination shall be accompanied by a list of the terms and factors that SGS compared and its analysis in making its determination that the third party offer is more favorable than the offer of the Minority Shareholders. If the terms of such third party sale are more favorable to SGS than the offer by the Minority Shareholders, then the Minority Shareholders shall have the right to match the third party offer, notice of which (the “Matching Best Offer Notice”) must be given to SGS within ten (10) days after receipt of the Disposition Notice. If the Minority Shareholders do not match such third party offer or if the Minority Shareholders did not make an offer to SGS pursuant to Section 6.2, SGS will have the right, at its option (exercisable by written notice given to each Minority Shareholder within twenty (20) days of the Disposition Notice), to require the Minority Shareholders (the “Drag-Along Right”) to sell all of their Shares but not less than all of their Shares, to the third party, on the same terms and conditions as the Shares to be sold by SGS, and the Minority Shareholders shall deliver to counsel for SGS (to be held in escrow) at or before closing of the contemplated sale the certificates representing all Shares owned by them. If, within 120 days after the Disposition Notice, SGS has not completed the sale of all of its Shares (for a reason other than the failure of any Minority Shareholder to deliver certificates for his or her Shares) in accordance herewith, SGS shall return to the Minority Shareholders the Shares delivered by such shareholder for sale pursuant hereto, and all the restrictions on sale or other disposition contained in this Agreement shall again be in effect. In the event SGS does not exercise its Drag Along Right during the 20-day period, the Drag Along Right shall be deemed to be waived and SGS shall be permitted to sell its Shares to a third party that is reasonably acceptable to the Minority Shareholders holding at least a majority of the Voting Common Stock held by the Minority Shareholders, such acceptance not to be unreasonably withheld. The Minority Shareholders shall notify SGS whether the third party is reasonably acceptable pursuant to this Section 6.4 within thirty (30) days of the Disposition Notice.

7. Put/Call Right.

7.1 Grant of Put/Call Right. In the event that SGS has not exercised the Purchase Option or Non-Performance Exit Right in accordance with Section 5 or 6, respectively, on or before the last day of Year 3, then either SGS on one hand or all of the Minority Shareholders on the other hand, shall have the right (the “Put/Call Right”), to propose to the other a price at which such Shareholder would be willing to sell all of its Shares to the other (a “Sale Offer”), or purchase all of the Shares held by the other (a “Purchase Offer”). The Put/Call Right may be exercised by either SGS or the Minority Shareholders beginning on the first day following the last day of Year 3 by providing to the other and the Company written notice of the Sale Offer or Purchase Offer. If the Minority Shareholders choose to exercise their Put/Call Right, then a Minority Shareholder authorized by all of the Minority Shareholders shall deliver, on behalf of all Minority Shareholders, to SGS and the Company, a written notice executed by all Minority Shareholders. None of the Minority Shareholders can exercise the Put/Call Right until all Minority Shareholders have agreed and executed the notice delivered to SGS; provided, however, if the notice is to propose a Purchase

Confidential Page 10

Offer to SGS then not all Minority Shareholders executing the notice have to participate in purchasing the SGS’s Shares; further provided, however, that if SGS rejects such a Purchase Offer, then all Minority Shareholders would be required to sell their Shares to SGS at the price specified in such Purchase Offer. The written notice delivered by the Minority Shareholders shall state the terms of the offer, which shall be binding on the Minority Shareholders, including the names of the Minority Shareholders that have elected to participate in the offer, the purchase price and other terms of such offer. Notwithstanding this Section 7.1, a Sale Offer proposed by the Minority Shareholders requires all Minority Shareholders to offer to sell all but not less than all of their Shares to SGS in accordance with this Section 7.1. If SGS and the Minority Shareholders both deliver written notice to the Company of its exercise of the Put/Call Right, the notice that was first received by the Company shall be the Put/Call Right that shall be exercised.

7.2 Sale Offer/Purchase Offer. The Party receiving a Sale Offer or Purchase Offer (the “Recipient”) will have thirty (30) days to provide written notice to the party making the proposal (the “Offeror”) of its acceptance or rejection of such offer. Any acceptance or rejection notice delivered to the Offeror by the Minority Shareholders must be agreed to and executed by all Minority Shareholders.

(a) If the Recipient accepts a Sale Offer, the Recipient will complete the purchase of the Offerer’s Shares within sixty (60) days following the date of its notice of acceptance to the Offeror for the purchase price proposed by the Offeror. If the Recipient rejects a Sale Offer, then the Offeror must purchase all of the Shares held by such Recipient on the same terms contained in the Sale Offer. The Offeror will complete the purchase of all the Recipient’s Shares within sixty (60) days from the date that the Recipient notifies the Offeror of its rejection.

(b) If the Recipient accepts a Purchase Offer, the Offeror will complete the purchase within sixty (60) days after the Recipient notifies the Offeror of its acceptance for the purchase price proposed by the Offeror. If the Recipient rejects a Purchase Offer, then the Recipient must purchase all of the Shares held by such Offeror on the same terms contained in the Purchase Offer. The Recipient will complete the purchase of all the Offerer’s Shares within sixty (60) days after the Recipient notifies the Offeror of its rejection.

(c) The acquisition of SGS’s Shares by the Minority Shareholders pursuant to Section 7 is conditioned upon the repayment of the ASC Loan in full at or before the closing of such acquisition. The acquisition of the Minority Shareholders’ Shares by SGS pursuant to Section 7 is conditioned upon the repayment in full of the MAG Loan and the release of all MAG Guarantees or in lieu of such release an indemnity from SGS with respect only to the MAG Guarantees and MAG Collateral at or before closing of such acquisition.

(d) The purchase price for any purchase or sale transaction pursuant to this Section 7 shall be paid in cash at the closing of such transaction.

Confidential Page 11

8. Termination of Employment of Management Employees.

8.1 Termination.

(a) If any Management Employee is terminated by reason of death, disability or termination without Cause (as such terms are defined in such Management Employee’s employment agreement with the Company, or if there is no such employment agreement, then as Cause is defined in Section 14.3 of this Agreement), then the Minority Shareholders (other than the terminated Management Employee) will have the first right to purchase the Shares of such terminated Management Employee for the Termination Purchase Price set forth in Section 8.1 (c) (the “Minority First Right”). If they elect to exercise the Minority First Right, the Minority Shareholders shall do so by providing written notice executed by all Minority Shareholders (other than the terminated Management Employee and whether or not all Minority Shareholders are electing to participate in the offer), within thirty (30) days following the termination of employment of the Management Employee, to the Company and the terminated Management Employee (or his or her estate or personal representative). The Minority Shareholders’ written notice shall be delivered by a Minority Shareholder on behalf of all Minority Shareholders (as authorized by all of the Minority Shareholders), to the Company and the terminated Management Employee (or his or her estate or personal representative), including the names of the Minority Shareholders that have elected to participate in the offer for the Termination Purchase Price set forth in Section 8.1(c). Such offer shall be binding on all of the Minority Shareholders. Closing shall occur on the tenth day following delivery of such written notice. The Shares of the terminated Management Employee and the obligation to pay the Termination Purchase Price for such Shares shall be allocated among the Minority Shareholders exercising the First Offer Right based upon a fraction, the numerator of which is the number of Shares owned by each participating Minority Shareholder, and the denominator of which is the number of Shares owned by all of the participating Minority Shareholders. Failure of the Minority Shareholders to notify the Company and the terminated Management Employee (or his or her estate or personal representative) of the Minority Shareholders’ election to exercise the Minority First Right within the 30-day period, shall constitute a waiver of such right. Notwithstanding the foregoing, the Minority Shareholders cannot exercise the Minority First Right (a) with respect to Shares held by MAG or her estate or personal representative, (b) if the exercise of the Minority First Right would dilute MAG’s Shares to less than 34%, or (c) if the exercise of the Minority First Right would increase the Shares held by the Minority Shareholders. If the Minority First Right is exercised by the Minority Shareholders pursuant to this Section 8.1, neither the Company, SGS, nor Alcoa will have any obligation to make any payment to a terminated employee for his or her Shares.

Confidential Page 12

(b) In the event the Minority First Right cannot be exercised due to the penultimate sentence of Section 8.1 (a) or the Minority Shareholders do not exercise such right within thirty (30) days after the Management Employee’s termination pursuant to Section 8.1(a), the Company will purchase the terminated Management Employee’s Shares for the Termination Purchase Price set forth in 8.1(c). The closing of such purchase by the Company will occur within 30 days after the Management Employee’s termination if the Minority First Right cannot be exercised and within 60 days after such termination if the Minority Shareholders fail to exercise the Minority First Right. To the extent that the Company is required to purchase Shares under this subsection and the Company is prevented by law from purchasing such Shares, the Company shall notify the Shareholders of that fact as promptly as practicable under the circumstances and each of the Shareholders other than the terminated Management Employee shall purchase from the terminated Management Employee (or his or her estate or personal representative) and the terminated Management Employee (or his or her estate or personal representative) shall sell the Shares of the terminated Management Employee for the Termination Purchase Price and upon the other terms required of the Company that number of such unpurchased Shares as equals the proportion which the number of Shares owned by each such remaining Shareholder at the termination date of the Management Employee’s employment bears to the total number of Shares then owned by all the remaining Shareholders. Each Shareholder must notify the other Shareholders whether it will participate in such purchase within 15 days following delivery of the notice from the Company referred to above. Any Shareholder who does not deliver such notice shall be deemed to have declined to participate in such purchase. Closing shall occur within 15 days following delivery of the last notice from all Shareholders to the other Shareholders or 30 days following delivery of the notice from the Company referred to above if any Shareholder fails to deliver a notice to the other Shareholders. To the extent that any Shareholder does not perform under this subsection, the Shares of the terminated Management Employee and the obligation to pay for those Shares shall be allocated to those Shareholders who do perform under this subsection, based on a fraction, the numerator of which is the number of Shares owned by each performing Shareholder and the denominator of which is the number of Shares owned by all the performing Shareholders.

(c) The purchase price (the “Termination Purchase Price”) will be an amount expressed and paid in cash in United States Dollars equal to the number of Shares owned by the terminated Management Employee divided by the total issued and outstanding Shares of the Company multiplied by the greater of: (a) 5 times EBITDA for the twelve-month period ending on the last day of the month prior to the date of termination of the Management Employee, or (b) the total Shareholders’ equity reflected on the Company’s balance sheet on the last day of the month prior to the date of termination of the Management Employee.

(d) If the terminated Management Employee’s Shares have been purchased pursuant to Section 8.1, the provisions of this subsection will apply to the Company or the

Confidential Page 13

Minority Shareholders, whomever is purchasing the terminated Management Employee’s Shares pursuant to Section 8.1 (the “Purchaser”), upon the closing of any event described in this subsection (a “True Up Event”),. In the event that the Purchase Option is exercised pursuant to Section 5, the Purchaser, within sixty (60) days following the exercise of the Purchase Option, will recalculate the Termination Purchase Price for an amount equal to the number of Shares owned by the terminated Management Employee at termination divided by the total issued and outstanding Shares of the Company at termination multiplied by the greater of: (i) 5 times EBITDA for the twelve-month period ending on the last day of Year 2, or (ii) total Shareholders’ equity on the last day of Year 2 reflected on the Company’s balance sheet. If the recalculated termination purchase price set forth in the preceding sentence is greater than the Termination Purchase Price actually paid to the terminated Management Employee (or his or her estate or personal representative), then the Purchaser will pay an additional amount to such terminated Management Employee (or his or her estate or personal representative) equal to the difference between the original Termination Purchase Price and such recalculated termination purchase price. The Company may use the proceeds of any insurance policy paid for by the Company and payable to the Company with respect to a deceased employee in paying the original Termination Purchase Price and any subsequent amount payable by the Company as a result of such recalculated termination purchase price. In the event that the Company is sold to a third party before the end of Year 2, the Purchaser will recalculate the Termination Purchase Price for an amount equal to the number of Shares owned by the terminated Management Employee at termination divided by the total issued and outstanding Shares of the Company at termination multiplied by the greater of: (A) 5 times EBITDA for the twelve-month period ending on the date of the closing of the sale to the third party, or (B) total Shareholders’ equity as of the date of the closing of the sale reflected on the Company’s balance sheet. In the event that the Company is liquidated before the end of Year 2, the Purchaser will recalculate the Termination Purchase Price for an amount equal to the number of Shares owned by the terminated Management Employee at termination divided by the total issued and outstanding Shares of the Company at termination multiplied by the greater of: (a) 5 times EBITDA for the twelve-month period ending on the date of liquidation or (b) total Shareholders’ equity as of the date of liquidation as reflected on the Company’s balance sheet.

8.2 Voluntary Termination; Termination With Cause. If a Management Employee terminates his or her employment with the Company voluntarily or such employment is terminated by the Company with Cause (as defined in such Management Employee’s employment agreement with the Company, or if such Management Employee has no employment agreement with the Company, then as defined in Section 14.3 of this Agreement), the Minority Shareholders (other than the terminated Management Employee) will have the right to exercise their Minority First Right with respect to the Shares held by such terminated employee in accordance with Section 8.1, except that the purchase price for the terminated Management Employee’s Shares shall be the Alternate Termination Purchase Price (defined below). The Company,

Confidential Page 14

SGS or Alcoa will not have any obligation to make any payment to a terminated Management Employee for his or her Shares if the Minority First Right is exercised. If the Minority First Right cannot be exercised due to Section 8.1(a) or the Minority Shareholders do not exercise such right pursuant to Section 8.1(a), the Company will purchase the terminated Management Employee’s Shares for a purchase price (the “Alternate Termination Purchase Price”), expressed and paid in United States Dollars, of an amount equal to the number of Shares owned by the terminated Management Employee divided by the total issued and outstanding Shares of the Company multiplied by the total Shareholders’ equity on the last day of the month prior to the date of the Management Employee’s termination reflected on the Company’s balance sheet. The closing of such purchase by the Company will occur within 30 days after the Management Employee’s termination if the Minority First Right cannot be exercised and within 60 days after such termination if the Minority Shareholders fail to exercise the Minority First Right. To the extent that the Company is required to purchase Shares under this subsection and the Company is prevented by law from purchasing such Shares, the Company shall notify the Shareholders of that fact as promptly as practicable under the circumstances and each of the Shareholders other than the terminated Management Employee shall purchase from the terminated Management Employee (or his or her estate or personal representative) and the terminated Management Employee (or his or her estate or personal representative) shall sell the Shares of the terminated Management Employee for the Alternate Termination Purchase Price and upon the other terms required of the Company that number of such unpurchased Shares as equals the proportion which the number of Shares owned by each such remaining Shareholder at the termination date of the Management Employee’s employment bears to the total number of Shares then owned by all the remaining Shareholders. Each Shareholder must notify the other Shareholders whether it will participate in such purchase within 15 days following delivery of the notice from the Company referred to above. Any Shareholder who does not deliver such notice shall be deemed to have declined to participate in such purchase. Closing shall occur within 15 days following delivery of the last notice from all Shareholders to the other Shareholders or 30 days following delivery of the notice from the Company referred to above if any Shareholder fails to deliver a notice to the other Shareholders. To the extent that any Shareholder does not perform under this subsection, the Shares of the terminated Management Employee and the obligation to pay for those Shares shall be allocated to those Shareholders who do perform under this subsection, based on a fraction, the numerator of which is the number of Shares owned by each performing Shareholder and the denominator of which is the number of Shares owned by all the performing Shareholders.

9. Term; Termination For Breach

9.1 Term of Agreement. This Agreement shall continue in full force and effect as long as any Shares remain issued and outstanding and owned by more than one Shareholder or the direct or subsequent transferee of a Shareholder.

Confidential Page 15

9.2 Termination for Breach.

(a) In the event of a material breach of this Agreement, the non-breaching party(ies) must provide written notice pursuant to Section 15.2 to the breaching party identifying and describing the material breach of this Agreement caused by the breaching party. If the breach is capable of being cured, then the breach must be cured within thirty (30) days following the date of the notice provided by the non-breaching party(ies). If the material breach has not been cured to the reasonable satisfaction of the non-breaching party(ies) within the 30-day cure period, then the non-breaching party(ies) will have the right to purchase the breaching party’s Shares by providing written notice within ten (10) days after the 30-day cure period; provided, however, that a non-breaching party(ies) cannot elect to purchase the breaching party’s Shares until the breach is finally determined to be a material breach by a court having jurisdiction over the parties. The non-breaching party(ies) electing to purchase the breaching party’s Shares shall, on a pro rata basis, purchase the Shares of the breaching party for a purchase price that is the breaching party’s pro rata share of the greater of: (a) 85% multiplied by 5 times EBITDA for the twelve-month period ending on the last day of the month preceding the material breach by the breaching party, or (b) the total Shareholders’ equity on the last day of the month prior to the material breach by the breaching party reflected on the Company’s balance sheet.

(b) A condition to the Minority Shareholders’ acquisition of SGS’s Shares pursuant to Section 9 requires the repayment of the ASC Loan in full at or before the closing of such acquisition. A condition to SGS’s acquisition of MAG’s Shares requires the repayment of the MAG Loan in full and the release of all MAG Guarantees or in lieu of such release an indemnity from SGS with respect only to the MAG Guarantees and MAG Collateral in full at or before the closing of such acquisition. For purposes of this Section 9, the term “breaching party” as used with respect to the Minority Shareholders would only refer to the Minority Shareholder(s) actually in breach under this Agreement, not to all Minority Shareholders as a group.

10. Deadlock; Put/Call Right.

10.1 Deadlock.

(a) Negotiations. If an operational matter requires the approval of SGS, on the one hand, and the representative of the Minority Shareholders on the Board, on the other hand, and either SGS or the Minority Shareholders’ fail to provide such approval or does not approve such operational matter then such deadlock (the “Deadlock”) shall be resolved in accordance with this Section. Upon the occurrence of a Deadlock, the President of SGS (“SGS’s President”) and Mary Ann Gibson (“MAG”), representative of the Minority Shareholders, shall attempt to resolve the Deadlock through good faith negotiation. If SGS’s President and MAG are unable to resolve the Deadlock within two weeks of the Deadlock, then

Confidential Page 16

the Alcoa Group President to whom SGS’s President reports and MAG or her designated representative, shall attempt to resolve the Deadlock through good faith negotiation. If the Deadlock remains unresolved thirty (30) days from the date that the Deadlock occurred or as otherwise agreed by the parties, then either SGS or the Minority Shareholders may elect to exercise the Put/Call Right pursuant to Section 10.l(b). Notwithstanding the foregoing, unless otherwise agreed in writing, the parties shall continue to perform their obligations under this Agreement and all other agreements between and among them, including agreements with ASC or Alcoa, during the pendency of any dispute resolution procedure as specified herein and shall not interfere with, restrict or discourage the continuing performance of this Agreement and all other agreements between and among them and the business of the Company shall continue as previously conducted.

(b) Put/Call Right.

(i) In the event the Deadlock has not been resolved pursuant to Section 10.1 (a), either SGS or the Minority Shareholders shall have the right to exercise the Put/Call Right by providing to the other and the Company written notice of the Sale Offer or Purchase Offer. If the Minority Shareholders choose to exercise their Put/Call Right, then a Minority Shareholder authorized by all of the Minority Shareholders shall deliver, on behalf of all Minority Shareholders, to SGS and the Company, a written notice executed by all Minority Shareholders. None of the Minority Shareholders can exercise the Put/Call Right until all Minority Shareholders have agreed and executed the notice delivered to SGS; provided, however, if the notice is to propose a Purchase Offer to SGS then not all Minority Shareholders executing the notice have to participate in purchasing SGS’s Shares; further provided, however, that if SGS rejects such a Purchase Offer, then all Minority Shareholders would be required to sell their Shares to SGS at the price specified in such Purchase Offer. The written notice delivered by the Minority Shareholders shall state the terms of the offer, which shall be binding on the Minority Shareholders, including the names of the Minority Shareholders that have elected to participate in the offer, the purchase price and other terms of such offer. Notwithstanding this Section, a Sale Offer proposed by the Minority Shareholders requires all Minority Shareholders to offer to sell all but not less than all of their Shares to SGS in accordance with this Section. If SGS and the Minority Shareholders both deliver written notice to the Company of its exercise of the Put/Call Right, the notice that was first received by the Company shall be the Put/Call Right that shall be exercised.

(ii) The Purchase and Sale Offer under this Section 10.1(b) shall be conducted pursuant to the terms and conditions set forth in Section 7.2.

11. Financing. Subject to Section 2 of this Agreement, in the event the Company requires funding of more than $3.1 million of the ASC Loan, then one of the following may occur (but there shall not be any obligation on any of the Minority Shareholders, SGS, ASC or Alcoa):

(a) If any or all of the Minority Shareholders agree, such Minority Shareholders will either provide personal or third party debt financing for the full amount in excess of the ASC Loan without requiring any guaranty or security from ASC. Any personal debt financing shall be subordinate to the ASC Loan and any third party debt financing shall be on terms pari passu to the ASC Loan; or

Confidential Page 17

(b) At SGS’s discretion, if SGS and any or all of the Minority Shareholders agree, SGS and any or all of the Minority Shareholders pro rata shall contribute additional capital to the Company for the full amount in excess of the ASC Loan in exchange for Shares. If any Minority Shareholder does not contribute additional capital to the Company, then such non-participating Minority Shareholder(s) shall be diluted; or

(c) At SGS’s discretion, if SGS and any or all of the Minority Shareholders agree, any or all of the Minority Shareholders, jointly, and SGS shall provide additional debt financing, pro rata for the full amount in excess of the ASC Loan subject to Section 11.1(a).

12. Dispute Resolution.

12.1 Negotiations. In the event of any controversy, claim or dispute between SGS and any or all of the Minority Shareholders arising or relating to this Agreement, the Shares or any transaction contemplated by this Agreement (the “Dispute”), SGS’s President and MAG shall attempt to resolve the Dispute through good faith negotiation. If SGS’s President and MAG are unable to resolve the Dispute within two weeks of the Dispute, then the Alcoa Group President to whom SGS’s President reports and MAG or her designated representative, shall attempt to resolve the Dispute through good faith negotiation. If the Dispute remains unresolved thirty (30) days from the date that the Dispute occurred or as otherwise agreed by the parties, then the Dispute may be submitted for resolution pursuant to Section 12.2. Notwithstanding the foregoing, unless otherwise agreed in writing, the parties shall continue to perform their obligations under this Agreement and all other agreements between and among them, including agreements with Alcoa or ASC, during the pendency of any dispute resolution procedure as specified herein and shall not interfere with, restrict or discourage the continuing performance of this Agreement and all other agreements between and among them and the business of the Company shall continue as previously conducted.

12.2 Litigation. If the Dispute is not resolved in accordance with Section 12.1, then either SGS or the Minority Shareholders, acting jointly, may initiate litigation to resolve the unresolved Dispute subject to Section 15.4.

12.3 Confidentiality. All negotiations conducted pursuant to Section 12.1 shall be confidential, treated as compromise and settlement negotiations under applicable rules of evidence, and inadmissible in any subsequent proceeding; provided, however, that any evidence proffered in the negotiations that is otherwise

Confidential Page 18

admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use under Section 12.1.

12.4 Equitable Relief. Notwithstanding SGS and the Minority Shareholders’ agreement to negotiate disputes pursuant to Section 12.1, nothing contained in this Agreement shall preclude any party from seeking and obtaining specific performance pursuant to Section 15.4.

13. [Reserved]

14. Covenant Not To Compete; Confidentiality; Termination for Cause

14.1 Covenant Not To Compete. With respect to each Shareholder who is also an employee of the Company and who has a separate employment agreement and such employment agreement has a non-compete, the provisions of such employment agreement will prevail over this section. With respect to each Shareholder who does not have a separate employment agreement or who has an employment agreement that does not contain a non-compete provision the terms of this Section 14.1 shall apply to such Shareholders. In exchange for Ten Dollars ($10.00), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Shareholder covenants and agrees that (i) for as long as he or she owns shares in the Company and/or is an employee of the Company, such individuals will not, without the written consent of the Company, directly or indirectly, for such Shareholder’s benefit or with any person, firm, or corporation whatsoever, other than the Company, own, manage, operate, control, provide consulting services to, be employed by or participate in the ownership, management, operation, or control of, or be connected in any manner with, any business of the type and character engaged in and competitive with the Business in North America; and (ii) to the extent the Shareholder is an employee of the Company and ceases to be an employee then for twelve (12) months after cessation of his or her employment with the Company he or she will not, except with the written consent of the Company, solicit the Company’s employees who are also Shareholders (except that Tom N. Tham and Jeffrey M. Stein may solicit each other), or the Company’s or Buyer’s customers, except to the extent such individual had a pre-existing relationship with such customer at Closing (as defined in the Stock Purchase Agreement) and such pre-existing relationship has been identified in Schedule 5 attached hereto. Each Shareholder acknowledges that the territorial, time and scope limitations set forth in this Section are reasonable and necessary to protect the interests of Buyer, that any violation of this Section will result in irreparable injury to Buyer, and that Buyer shall be entitled to have the provisions of this Section specifically enforced by preliminary and permanent injunctive relief in addition to any other remedies available to Buyer. In the event that the provisions of this Section shall ever be deemed to exceed the time, geographic, product or other limitations permitted by applicable law, then the provisions shall be deemed reformed to the maximum extent permitted by law. This Section shall survive for as long as any Shareholder

Confidential Page 19

owns shares in the Company and/or is an employee of the Company, and for a period of twelve (12) months after cessation of such Shareholder’s employment with the Company, as applicable. Notwithstanding anything to the contrary in the foregoing, no Shareholder’s passive investment in no more than 5% of the stock of any publicly held company shall be subject to the provisions of this Section 14.1.

14.2 Confidentiality. Each Shareholder agrees that such Shareholder will keep confidential and will not, directly or indirectly, disclose, divulge or use for any purpose, any trade secrets, any confidential information, whether written or oral, of the Company and SGS that is not generally known to the public, any information, whether written or oral, relating to the business or activities of, or belonging to, controlled or possessed by the Company and SGS, and any information, whether written or oral, that the Company and Shareholders have received from each other in the preparation, negotiation, execution and implementation of this Agreement (“Confidential Information”), unless such Confidential Information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 14.2), (b) was or is lawfully obtained by the receiving party from other sources without a breach of any obligation of confidentiality such other source may have to the Company or Shareholders; and (c) is required by law, governmental or court orders or stock exchange regulations; provided, however, that a Shareholder may disclose Confidential Information to (i) its attorneys, consultants and other professionals to the extent necessary to obtain such third party’s services in connection with monitoring its investment in the Company as long as such third party agrees to be bound by the provisions of this Section 14.2; (ii) to any prospective investor of any of the shares of the Company in connection with a transaction permitted hereby as long as such prospective investor agrees to be bound by the provisions of this Section 14.2, or (iii) to any Affiliate of such Shareholder in the ordinary course of business.

14.3 Termination for Cause. With respect to each Shareholder who is also an employee of the Company and who has a separate employment agreement, the provisions of such employment agreement will prevail over this section. With respect to each Shareholder who is also an employee of the Company and who does not have a separate employment agreement, such employee’s employment is “at-will” and for the purposes of termination with Cause, “Cause” shall mean: (i) employee’s conviction of or an admission to the commission of a felony or employee’s conviction of or an admission to the commission of a violation of another civil or criminal law that materially and adversely affects the reputation or business operations of the Company; (ii) any intentional act of fraud, embezzlement, theft, or violation of law that materially and adversely affects the reputation or business operations of the Company that occurs during the employment term; (iii) willful misconduct by employee which is demonstrably and materially injurious to the Company, monetarily or otherwise; or (iv) the

Confidential Page 20

willful and continued failure of the employee, after employee has been given written notice of the same, to substantially perform his or her duties for the Company. For purposes of this paragraph, (a) the failure to meet performance standards and objectives does not by itself constitute “Cause”, and (b) an act, or failure to act, shall not be deemed “willful” or “intentional” unless it is done, or omitted to be done, by employee in bad faith or without a reasonable belief that his or her action or omission was b the best interest of the Company.

14.4 Severance at Termination. With respect to each Shareholder who is also an employee of the Company at the time this Agreement was entered into and who does not have a separate employment agreement, if such employee is terminated without Cause, in addition to amounts payable to the terminated employee which have accrued and have not yet been paid, and in exchange for a release and general waiver of rights, such employee may be considered for the following in the discretion of Henry R. Baughman (or his successor as SGS’s Business Unit President) after consultation with Mary Ann Gibson (or her successor as Chief Executive Officer of the Company): medical or health care benefits continuation for up to a maximum of six (6) months; and/or a severance payment in the amount of the employee’s base salary, in an amount not to exceed six (6) months pay.

15. Miscellaneous.

15.1 Definitions.

“AAA” has the meaning given in Section 10.1(b).

“Affiliate” means any Person, directly or indirectly, controlling, controlled by, or under common control with, a Person. Without limiting the generality of the foregoing, a Person is considered to be in control of or to be controlled by another Person if such Person holds 50% or more of the outstanding voting equity interest in such other Person or such other Person holds 50% or more of its outstanding voting equity interest.

“Agreed Year 1 and Year 2 Plans and Budget” has the meaning given in Section 2.4 (g).

“Alcoa” means Alcoa Inc., a Pennsylvania corporation.

“ASC” means Alcoa Securities Corporation, a Delaware corporation.

“ASC Loan” means the ASC Loan Agreement dated June 30, 2004 between ASC and the Company.

“Alternate Termination Purchase Price” means given in Section 8.2.

Confidential Page 21

“Board” has the meaning given in Section 2.1.

“Business” means the business conducted by the Company which includes providing a full-suite of integrated services including brand architecture, comprehensive design solutions, interactive development, digital photography, imaging, dynamic publishing and workflow tools, large format digital printing, print management and complete outsourced capabilities to execute and produce direct response TV campaigns.

“Buyer” means Southern Graphic Systems, Inc., a Kentucky corporation.

“Cause” has the meaning given in Section 14.3.

“Company” has the meaning given in the introductory paragraph.

“Confidential Information” has the meaning given in Section 15.2.

“Deadlock” has the meaning given in Section 10.1 (a).

“Directors” has the meaning given in Section 2.1.

“Disability” shall mean, with respect to a Shareholder who is an employee, if his or her physical or mental condition or both are medically such that he or she personally is unable to perform those duties he or she would otherwise be expected to continue to perform in the employee’s position and his or her nonperformance of such duties can reasonably be expected to continue or does continue for not less than six months. The final decision on total disability hereunder shall be made by a qualified physician acceptable to both the employee and the Company. In the event of a totally disabling condition, it is understood that while the employment relationship will continue for at least six months, the duties of the employee may be assumed by another or others.

“Disposition Notice” has the meaning given in Section 6.4.

“Dispute” has the meaning given in Section 12.1.

“Drag-Along Right” has the meaning given in Section 6.4.

“EBITDA” shall mean the total revenue of the Company minus (i) the cost of goods sold and services provided, (ii) general administrative and selling expenses and (iii) research and development expenses. EBITDA will not include the effects of (i) depreciation and amortization, (ii) income taxes, and (iii) interest income or interest expense. EBITDA will not include income statement impact of Earnouts (as defined in the Stock Purchase Agreement). The calculation and the amounts of EBlTDA’s components will be determined in accordance with

Confidential Page 22

Alcoa’s accounting practices for its operating locations, with such modifications as are reasonably necessary to be consistent with Company’s Projections. Such modifications shall include, but not be limited to, percentage completion accounting for unbilled revenues pertaining to work-in-process.

“First Offer Right” has the meaning given in Section 6.2.

“GAAP” means generally accepted United States accounting principles.

“MAG” means Mary Ann Gibson.

“MAG’s Collateral” means the collateral pledged by Mary Ann Gibson or an entity controlled by Mary Ann Gibson to secure the MAG Guarantees.

“MAG’s Guarantees” means the personal guarantees given by Mary Ann Gibson or an entity controlled by Mary Ann Gibson for obligations of the Company.

“MAG’s Shares” means those Shares owned by Mary Ann Gibson or an entity controlled by Mary Ann Gibson.

“Management Employees” means those employees of the Company identified on Schedule 4 to this Agreement.

“Minority First Right” has the meaning given in Section 8.1(a).

“Minority Shareholders” has the meaning given in the introductory paragraph.

“Non-Performance Exit Right” has the meaning given in Section 6.1.

“Non-Performance Exit Right Notice” has the meaning given in Section 6.1.

“Non-Voting Common Stock” has the meaning given in Section 1.1.

“Offeror” has the meaning given in Section 7.2.

“Permitted Transferee” has the meaning given in Section 4.1.

“Person” means a natural person, a corporation, a partnership, a limited liability company, or any other legal entity.

“Projections” have the meaning given in Section 4.8 of the Stock Purchase Agreement.

“Purchaser” have the meaning given in Section 8.1(d).

Confidential Page 23

“Purchase Offer” has the meaning given in Section 7.1.

“Purchase Option” has the meaning given in Section 5.1.

“Purchase Option Exercise Notice” has the meaning given in Section 5.1.

“Put/Call Right” has the meaning given in Section 7.1.

“Recipient” has the meaning given in Section 7.2.

“Remaining Shares” has the meaning given in Section 5.1.

“Representative” has the meaning given in Section 10.1(a).

“Revolving Loan Agreement” has the meaning given in Section 15.2.

“Sales” means the total sales of the Company calculated in accordance with Alcoa’s accounting policies, with such modifications as are reasonably necessary to be consistent with Company’s Projections.

“Sale Offer” has the meaning given in Section 7.1.

“SGS” has the meaning given in the introductory paragraph

“SGS’s President” has the meaning given in Section 12.1.

“Shares” has the meaning given in the third recital paragraph.

“Stock Purchase Agreement” has the meaning given in the first recital paragraph.

“Termination Purchase Price” has the meaning given in Section 8.1(c).

“True Up Event” has the meaning given in Section 8.1(d).

“Voting Common Stock” has the meaning given in Section 1.1

“Year 1” means the twelve month period beginning July 1, 2004 and ending June 30, 2005.

“Year 2” means the twelve month period beginning July 1, 2005 and ending June 30, 2006.

“Year 3” means the twelve month period beginning July 1, 2006 and ending June 30, 2007.

Confidential Page 24

15.2 Notice. Any notice, request, demand, or other communication given under this Agreement shall be in writing and shall be deemed sufficiently given (i) upon the delivery date received by the intended recipient if delivered by hand; (ii) on the next Business Day when sent by recognized overnight courier; (iii) upon confirmation of transmission when sent by telex, cable, facsimile, telecopier or other similar electronic transmission device; or (iv) 3 days after deposit in the United States mails, certified mail, return receipt requested, postage paid, addressed to the party to whom it was sent at the address of such party set forth below or at such other address as the party shall subsequently designate to the other in writing by notice given in accordance with this Section.

15.3 Expenses. Each party shall bear its own expenses, including the fees of any attorneys, accountants, investment bankers or others engaged by such party, incurred in connection with this Agreement and the transactions contemplated hereby except as otherwise expressly provided herein.

15.4 Specific Performance. In addition to any and all other remedies that may be available at law in the event of any breach of this Agreement, each Shareholder shall be entitled to specific performance of the agreements and obligations of the Company and the Shareholders hereunder and to such other injunctive or other equitable relief as may be granted by a court of competent jurisdiction.

15.5 Severability. The provisions of this Agreement are severable, so that the invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other term or provisions of this Agreement, which shall remain in full force and effect.

15.6 Waivers. No waiver by a party hereto of a breach of any provision of this Agreement shall be deemed to be a waiver of any preceding or subsequent breach of the same or any other provision hereof.

15.7 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware without regard to its principles of conflict of laws.

15.8 Entire Agreement; Amendments. This Agreement sets forth the entire agreement among the parties concerning the subject matter hereof and supersedes all prior agreements and understandings relating to the subject matter hereof; and any amendment or modification hereof will be effective only if in writing and signed by the parties affected thereby.

15.9 Assignment. This Agreement shall bind and benefit the parties hereto and their respective successors and legal representatives and permitted assigns. This Agreement may not be assigned without the prior written consent of the parties, except as otherwise permitted under this Agreement.

Confidential Page 25

15.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one Agreement binding on all the parties hereto.

15.11 Construction. As used in this Agreement, unless the context otherwise requires: (a) references to “Section” are to a section of this Agreement; (b) all “Exhibits” referred to in this Agreement by reference and made a part of this Agreement; (c) ‘include,” “includes” and including are deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of like import; and (d) the headings of the various sections and other subdivisions of this Agreement are for convenience of reference only and shall not modify, define or limit any of the terms or provisions of this Agreement.

15.12 ASC Loan. Each Shareholder agrees and acknowledges that he, she or it is bound to the terms of the Revolving Loan Agreement dated June     , 2004 between Alcoa Securities Corporation and Mozaic Group Ltd. (the “Revolving Loan Agreement”), including without limitation Section 15 of Revolving Loan Agreement, and each Shareholders agrees to take any and all actions that ASC may reasonably request in order to implement Section 15 of the Revolving Loan Agreement and to enforce the terms of the Revolving Loan Agreement.

15.13 Action by Shareholder Group. Except as otherwise expressly set forth in this Agreement, any determinations, consents or other action to be taken under or with respect to this Agreement by the Minority Shareholders, may be made, granted or taken by those Shareholders who own a majority in interest of the Shares of Voting Common Stock owned by the Minority Shareholders and such determination, consent or other action shall be binding upon all members of that group.

[Signatures on following 3 pages]

Confidential Page 26

SIGNATURE PAGE TO

MOZAIC GROUP LTD. SHAREHOLDERS’ AGREEMENT

(page 1 of 3)

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date first above written.

Confidential Page 27

AMENDED AND RESTATED

SHAREHOLDERS’ AGREEMENT

OF

MOZAIC GROUP LTD.

SPOUSAL CONSENT

The undersigned, being die spouse of William J. Irvine III hereby states and acknowledges as follows:

CONSENT

1 have read the Amended and Restated Shareholders’ Agreement and understand its terms. I irrevocably consent to my spouse’s entering into the Amended and Restated Shareholders’ Agreement and I irrevocably consent to its terms, provisions and operation. I waive any marital interest I may have or any requirement that my consent be obtained with respect to any conveyance of my spouse’s Shares in accordance with the Amended and Restated Shareholders’ Agreement.

Dated this 28^th day of June, 2004.

AMENDED AND RESTATED

SHAREHOLDERS’ AGREEMENT

OF

MOZAIC GROUP LTD.

SPOUSAL CONSENT

The undersigned, being the spouse of Patrick Bradley, hereby states and acknowledges as follows:

CONSENT

I have read the Amended and Restated Shareholders’ Agreement and understand its terms. I irrevocably consent to my spouse’s entering into the Amended and Restated Shareholders’ Agreement and I irrevocably consent to its terms, provisions and operation. I waive any marital interest I may have or any requirement that my consent be obtained with respect to any conveyance of my spouse’s Shares in accordance with the Amended and Restated Shareholders’ Agreement.

Dated this 27^th day of June, 2004.

AMENDED AND RESTATED

SHAREHOLDERS’ AGREEMENT

OF

MOZAIC GROUP LTD.

SPOUSAL CONSENT

The undersigned, being the spouse of William Freeman, hereby states and acknowledges as follows:

CONSENT

I have read the Amended and Restated Shareholders’ Agreement and understand its terms. I irrevocably consent to my spouse’s entering into the Amended and Restated Shareholders’ Agreement and I irrevocably consent to its terms, provisions and operation. I waive any marital interest I may have or any requirement that my consent be obtained with respect to any conveyance of my spouse’s Shares in accordance with the Amended and Restated Shareholders’ Agreement.

Dated this 26 day of June, 2004.

AMENDED AND RESTATED

SHAREHOLDERS’ AGREEMENT

OF

MOZAIC GROUP LTD.

SPOUSAL CONSENT

The undersigned, being the spouse of Tom N. Tham, hereby states and acknowledges as follows:

CONSENT

I have read the Amended and Restated Shareholders’ Agreement and understand its terms. I irrevocably consent to my spouse’s entering into the Amended and Restated Shareholders’ Agreement and I irrevocably consent to its terms, provisions and operation. I waive any marital interest I may have or any requirement that my consent be obtained with respect to any conveyance of my spouse’s Shares in accordance with the Amended and Restated Shareholders’ Agreement.

Dated this 28^th day of June, 2004.

AMENDED AND RESTATED

SHAREHOLDERS’ AGREEMENT

OF

MOZAIC GROUP LTD.

SPOUSAL CONSENT

The undersigned, being the spouse of Raymond E. Earlewine, hereby states and acknowledges as follows:

CONSENT

I have read the Amended and Restated Shareholders’ Agreement and understand its terms. I irrevocably consent to my spouse’s entering into the Amended and Restated Shareholders’ Agreement and I irrevocably consent to its terms, provisions and operation. I waive any marital interest I may have or any requirement that my consent be obtained with respect to any conveyance of my spouse’s Shares in accordance with the Amended and Restated Shareholders’ Agreement.

Dated this 30 day of June, 2004.

AMENDED AND RESTATED

SHAREHOLDERS’ AGREEMENT

OF

MOZAIC GROUP LTD.

SPOUSAL CONSENT

The undersigned, being the spouse of Kenneth W. Reece, hereby states and acknowledges as follows:

CONSENT

I have read the Amended and Restated Shareholders’ Agreement and understand its terms. I irrevocably consent to my spouse’s entering into the Amended and Restated Shareholders’ Agreement and I irrevocably consent to its terms, provisions and operation. I waive any marital interest I may have or any requirement that my consent be obtained with respect to any conveyance of my spouse’s Shares in accordance with the Amended and Restated Shareholders’ Agreement.

Dated this 23 day of June, 2004.

SIGNATURE PAGE TO

MOZAIC GROUP LTD. SHAREHOLDERS’ AGREEMENT

(continued, page 2 of 3)

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date first above written.

Confidential Page 28

SIGNATURE PAGE TO

MOZAIC GROUP LTD. SHAREHOLDERS’ AGREEMENT

(continued, page 3 of 3)

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date first above written.

Confidential Page 29

SCHEDULE 1

Persons signing Shareholders’ Agreement

in Addition to Southern Graphic Systems, Inc.

Patrick J. Bradley

Raymond E. Earlewine

DCS Family Investments, LLC

DCS Ventures, LLC

DCS Real Estate, L.L.C.

William J. Irvine III

Kenneth W. Reece

Jeffrey M. Stein

Tom N. Tham

Confidential Page 30

SCHEDULE 2

Issued and Outstanding Capital Stock

(see attached spreadsheet)

Confidential Page 31

Shareholder	Number of Shares
	Class A	Class B	Total Shares
DCS Real Estate, L.L.C.	0	8,000	8,000
DCS Ventures, LLC	1	25,499	25,500
DCS Family Investments, LLC	8,223	63,001	71,224
Southern Graphic Systems, Inc.	8,565	118,400	126,965
Raymond E. Earlewine	1	2,999	3,000
Jeffrey M. Stein	1	2,789	2,790
Tom N. Tham	1	2,769	2,770
Partick J. Bradley	1	2,943	2,944
William J. Irvine, III	1	2,947	2,948
Kenneth W. Reece	1	2,823	2,824
TOTAL:	16,795	232,170	248,965

SCHEDULE 3

Year 1 Plans and Budgets

And

Year 2 Plans and Budgets

(see spreadsheets attached to the Stock Purchase Agreement)

Confidential Page 32

SCHEDULE 4

Management Employees

Patrick J. Bradley

Raymond E. Earlewine

William R. Freeman III

Mary Ann Gibson

William J. Irvine III

Kenneth W. Reece

Jeffrey M. Stein

Tom N. Tham

Confidential Page 33

SCHEDULE 5

Pre-Existing Customer Relationships of Shareholders

List of Attached Schedules:
Schedule 5 (A) Patrick J. Bradley	)
Schedule 5 (B) Raymond E. Earlewine	)
Schedule 5 (C) William J. Irvine III	)	SEE ATTACHED LISTS
Schedule 5 (D) Kenneth W. Reece	)
Schedule 5 (E) Jeffrey M. Stein	)
Schedule 5 (F) Tom N. Tham	)

Confidential Page 34

Schedule 5(A)

Pre-Existing Customer Relationships of Patrick J.Bradley

Anheuser-Busch, Inc.

One Busch Place

St. Louis, MO 63118 (USA)

(All Divisions Except Packaging)

Brand Management

Busch Entertainment

Busch Satellite Network

Sales Promotion

Retail Creative Services

Promotional Products Group

Merchandising

Advertising Services

Graphic Communications

Communications Dept.

Consumer Awareness & Education

Corporate Purchasing

National Retail Sales

Geographic Marketing

Ethnic Marketing

Sports Marketing

Metal Container Division

Albert Screenprint

3704 Summit Road

Norton, OH 44203 (USA)

Advanced Minor & Design

4424 East 49^th Street

Vernon, CA 90058 (USA)

Associated Lithographers

2614 Choteau

St. Louis, MO 63103 (USA)

Ad-Sell Printing

5001 Southwest Ave.

St. Louis, MO 63110 (USA)

A & D Label

4649 Waldo Industrial Drive

High Ridge, MO 63049 (USA)

Ad Art

1501 Main

Buffalo, NY 14209 (USA)

Access Imaging

1800 Olive

St. Louis, MO 63103 (USA)

Algiers

91-31 Queens Blvd.

Sutie 610

Elmhurst, NY 11373 (USA)

Alvimar

51-02 21^st Street

Long Island City, NY 11101 (USA)

ADC

1010 Jackson Road

Covington, KY 41011 (U SA)

Berlin Industries

175 Mercedes Drive

Carol Stream, IL 60188 (USA)

Baird, C.D.

5325 West Rogers Avenue

West Allis, WI 53219 (USA)

Baily, Spiker, Inc.

805 E. Germantown Pike

Norristown, PA 19401 (USA)

Bass Pro Shops, Inc.

Sportsman’s Park Center

2500 E. Kearney

Springfield, MO 65898 (USA)

Betallic Balloon

2326 Grissom Drive

St. Louis, MO 63104 (USA)

Binder Graphics

1568 Fencorp Drive

Fenton, MO 63026 (USA)

Bob Bertram Studio

837 Pebblefield Terrace

Manchester, MO 63012 (USA)

BSK

1000 Geyer

St. Louis, MO 63104 (USA)

Beeco Mfg. Co.

929 West Exchange Ave.

Chicago, IL 60609 (USA)

Brand Enterprises

18118 Chesterfield North Airport

Suite M

Chesterfield, MO 63005 (USA)

Bradshaw Advertising

2920 East Pythian

Springfield, MO 65802 (USA)

Brothers & Co.

Western Financial Center

4860 South Lewis

Tulsa, OK 74105 (USA)

Carey Color

6835 Ridge Road

Sharon Center

Cleveland, OH 44274 (USA)

Celestial Seasonings, Inc.

4600 Sleepytime Drive

Boulder, CO 80301 (USA)

Coca-Cola (LARGE FORMAT PRINTING)

Atlanta Office (USA)

Continental/Franzen

952 E. 72^nd Street

Cleveland, OH 44103 (USA)

Color Process

4000 Fee Fee Road

St. Louis, MO 63044 (USA)

Creative Color Display

2130 Commerce Drive

New Castle, PA 16101 (USA)

Creative Network

516 Union Avenue

Knoxville, TN 37902 (USA)

Color Art

10300 Watson Road

St. Louis, MO 63127 (USA)

Chesapeake Display

4455 Olympic Blvd.

Erlanger, KY 41018-3133 (USA)

Cube Design

200 S. Hanley – Suite 1070

St. Louis, MO 63105 (USA)

Cannonball

609 E. Lockwood

St. Louis, MO 63119 (USA)

Cerutti Graphic Design

5837 Prince George Court

St. Louis, MO 63139 (USA)

Colebrook Printing

14809 Grantley Drive

Chesterfield, MO 63017 (USA)

Craftsmen Industries

3051 Elm Point Industriel

St. Charles, MO 63301 (USA)

DNA

515 Olive Street – Suite 1800

St. Louis, MO 63101 (USA)

(also offices in Beverly Hills, CA & NY)

Del Rivero Messianu DDB

770 South Dixie Highway – Suite 109

Coral Gables, FL 33146 (USA)

Die Cutting Diversified

2233 Delmar

St. Louis, MO 63103 (USA)

Deco-Sign Products, Inc.

107 Industry Lane

Forest Hill, MD 21050 (USA)

Digital Techniques, Inc.

7001 Peachtree Industrial – Suite 202

Norcross, GA 30097 (USA)

DDB Needham – Chicago

200 E. Randolph – 42^nd Floor

Chicago, IL 60601

Displays by Martin Paul

9307 Interstate 35

Denton, TX 76207 (USA)

Extreme Graphics (XG-Ad & Jefferson Studios)

2119 Olive

St. Louis, MO 63103 (USA)

Everbrite, Inc.

4949 South 10^th Street

Greenfield, WI 53220 (USA)

Forest Manufacturing

1665 Enterprise Parkway

Twinsburg, OH 44087 (USA)

Paul Flum

11100 Lin Page Place

St. Louis, MO 63132 (USA)

Frank, G.B./Chicago Decal Co.

101 Tower Drive

Burr Ridge, IL 60527 (USA)

Garcia LKS

719 South Flores

San Antonio, TX 78204 (USA)

Garlich Printing

525 Rudder Road

Fenton, MO 63026 (USA)

Gammon, Ragonesi Assoc.

152 Madison Avenue

New York, NY 10016 (USA)

GFX

333 Banon Blvd.

Grayslake, IL 60030 (USA)

Graif Design

Merchants Field – Suite P

165 East Highway CC

Nixa, MO 654714 (USA)

Grimm Industries

7070 West Ridge Road

Fairview, PA 16415 (USA)

Gray Communications

22 Morgan

St. Louis, MO 63102

Graphic Finishers

1000 Biltmore Drive

St. Lous, MO 63026 (USA)

Head West

1829 West El Scgundo Blvd.

Compton, CA 90222 (USA)

Herzanek Design

6395 Gunpark Drive

Penthouse Suite G

Boulder, CO 80301

Inflatable Marketplace

1810 Gillespie Way

Suite 202

El Cajon, CA 92020 (USA)

Iowa Rotocast (IRP, Inc.)

1712 Moellers Drive

Decorah, IA 52101 (USA)

Jerome Graphics

2465 Centerline Industrial Drive

St. Lous, MO 63043 (USA)

Kohler Printing

9800 Page

St. Louis, MO 63132 (USA)

Joyce Meyer Ministries

700 Grace Parkway

St. Louis, MO 63026 (USA)

Kubin-Nicholson

5880 N. 60^th Street

Milwaukee, WI 53218 (USA)

Kupper Parker

8301 Maryland Avenue

St. Louis, MO 63105 (USA)

LaSalle Group

1310 Papin Street

St. Louis, MO 63103 (USA)

Language Solutions

699 Woodbine

St. Louis, MO 63122 (USA)

Momentum (All St. Louis Divisions)

6677 Delmar

St. Louis, MO 63130 (USA)

Mabie Vac Form Plastics

3640 Weber

St. Louis, MO 63125 (USA)

Metro Media Technologies

4010 S. Morgan Street

Chicago, IL 60609 (USA)

(also office in CA)

Midland Lithography

1841 Vemon Street

North Kansas City, MO 64116 (USA)

Missouri Mounting

1040 Industrial Park Drive

Montgomery City, MO 63361 (USA)

Mercury Mambo

3404 Aldwyche Drive

Austin, TX 78704 (USA)

David Meyer

1621 Del None

Richmond Heights, MO 63117 (USA)

National Systems

56 Worthington

St. Louis, MO 63043 (USA)

Neustaeder Jewelry

St. Louis, MO

Nies Artcraft

5900 Berthold

St. Louis, MO 63110 (USA)

Noble & Assoc.

Springfield, MO

Phoenix

611 N. 10^th Street

St. Louis, MO 63101 (USA)

Palmer Promotional Products

23001 West Industrial Drive

St. Clair Shores, MI 48080 (USA)

Performance Printing

2929 Stemmons Freeway

Dallas, TX 75247 (USA)

Primex

230 5^th Avenue – 12^th Floor

New York, NY 10001 (USA)

Pratt Corporation

3001 East 30^th Street

Indianapolis, IN 46218 (USA)

Printflex Graphics

2201 January

St. Louis, MO 63110 (USA)

Quest Graphics

2423 Northline Industrial

Maryland Heights, MO 63043 (USA)

Rand Graphics

2820 S. Hoover

Wichita, KS 67215 (USA)

Rapid Mounting

4300 W. 47^th Street

Chicago, 1L 60632 (USA)

Reyhan PGF

9300 Blue Gentian Road – Suite 1000

Eagan, MN 55125 (USA)

Rio Creative

2130A Marconi

St. Louis, MO 63110 (USA)

Rodale Press

Allentown, PA

RTC

2800 Golf Road

Rolling Meadows, IL 60008 (USA)

Schupp Adv. & Mktg.

10 South Broadway

St. Louis, MO 63102 (USA)

Shaw Company

5257 Shaw – Suite 201

St. Louis, MO 63110

Serigraph

760 Indiana Avenue

West Bend, WI 53095 (USA)

Smith & Associates

110 Industrial Drive – Suite B

Granite City, IL 62040 (USA)

Stolze Printing

430 Industrial Drive

St. Louis, MO 63043 (USA)

The Spark Agency

1881 Pine

St. Louis, MO 63103 (USA)

Tracker Marine

2500 E. Kearney

Springfield, MO 65802 (USA)

Type House

7412 Manchester

St. Louis, MO 63143 (USA)

U.S. Tape & Label

2092 Westport Center Drive

St. Louis, MO 63146 (USA)

Unique Ideas

7700 Clayton Road

Clayton Plaza East – Suite 104

St. Louis, MO 63117 (USA)

Valcour Printing (Div. of Nies)

400 Valley School Drive

St. Louis, MO 63088 (USA)

Waylon Ad

100 S. 4^th – 6^th Floor

St. Louis, MO 63102 (USA)

Wilkes Direct

3401 Chouteau

St. Louis, MO 63103 (USA)

Young America

701 Lynch

St. Louis, MO 63118 (USA)

(also MN office)

Zipatoni

555 Washington

St. Louis, MO 63101 (USA)

1919

1608 Menard

St. Louis, MO 63104 (USA)

Schedule 5(B)

Pre-Existing Customer Relationships of Raymond E. Earlewine

None

Schedule 5(C)

Pre-Existing Customer Relationships of William J. Irvine III

1. Levi Strauss & Co., SF, CA

Jonnie DeMartino

2. Foote Cone & Belding Agency, SF, CA

Jan Linden

Debbie Hiers

MB Brayle

Eric Riodal

Michael Prieve

3. Cyclops Agency, NY, NY

Mary Jo Kollman

Tom Vasquez

Mike Jerkavic

4. Banana Republic, SF, CA

Pam Durand

Schedule 5(D)

Pre-Existing Customer Relationships of Kenneth W. Reece

Federated Department Stores

Lands End

Tyson Foods

Advanced Foods

May Department Stores

Fleischnians

Eastman Kodak

Vertis

Wal-Mart

Bass Pro Shops

Metropolitan Museum of Art

RR Donnelly

Graphic Communications

Mettel

Dillards Department Stores

Vanity Fair

Gilardi Foods

Vons

Brown Creative

Black Dot

Quad Graphics

Gap

Pyramid Packaging

Calphalon

Rubber Maid

Gear For Sports

Longaberger

Kreber

Phototype

Zacky Farms

Schedule 5(E)

Pre-Existing Customer Relationships of Jeffrey M. Stein

Alberici Construction

American Express

Anheuser Busch

Argosy Casinos

BJC

Cantisano Foods

Caterpillar

Case/IH

Champion Sporting Goods

Contemporary Productions

Dana Buchman

David Sherman Corporation

Domino Sugar

Drilling Service Company

Express Scripts

Francesco Rinaldi

Gear for Sports

IBM

ICON

lnsituform

IVES Construction

Joe Grooming

John Deere

Joyce Meyer Ministries

KPC

LMS Logistics

Liz Claibornc

Lucent Technologies

Long Elevator

Manitowoc

Maritz

Media Cross

Medicine Shoppe

Metropolitan Design & Building

Momentum

Monsanto

NCD Tech

Orvis

Osbourne and Barr

Pharmacia/Pfizer

Rodgers Townsend

RGA

Shaw Marconi

Skuzio

Thunderbolt Marketing

TRG Accessories

Zipatoni

Schedule 5(F)

Pre-Existing Customer Relationships of Tom Tham

Alberici Construction

American Express

Anheuser Busch

Argosy Casinos

BJC

Cantisano Foods

Caterpillar

Case/IH

Champion Sporting Goods

Contemporary Productions

Dana Buchman

David Sherman Corporation

Domino Sugar

Drilling Service Company

Express Scripts

Francesco Rinaldi

Gear for Sports

IBM

ICON

Insituform

IVES Construction

Joe Grooming

John Deere

Joyce Meyer Ministries

KPC

LMS Logistics

Liz Claiborne

Lucent Technologies

Long Elevator

Manitowoc

Maritz

Media Cross

Medicine Shoppe

Metropolitan Design & Building

Momentum

Monsanto

NCD Tech

Orvis

Osbourne and Barr

Pharmacia/Pfizer

Rodgers Townsend

RGA

Shaw Marconi

Skuzio

Thunderbolt Marketing

TRG Accessories

Zipatoni

EX-10.24

Exhibit 10.24

FIRST AMENDMENT TO

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

THIS FIRST AMENDMENT TO THE MOZAIC GROUP LTD. AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “First Amendment”) is made as of the 18th day of August 2005 by and among MOZAIC GROUP LTD., a Missouri corporation (“Mozaic”), SOUTHERN GRAPHIC SYSTEMS, INC., a Kentucky corporation (“SGS”), and the Persons listed on pages 2 and 3 of the signature pages attached hereto (the “Minority Shareholders”).

WHEREAS, Mozaic, SGS and the Minority Shareholders are parties to the Mozaic Group Ltd. Amended and Restated Shareholders’ Agreement dated June 30, 2004 (the “Agreement”);

WHEREAS, the parties desire to amend the Agreement pursuant to this First Amendment; and

WHEREAS, this First Amendment is being made in connection with amendments of even date herewith to the Loan Agreement dated June 30, 2004 between Alcoa Securities Corporation and Mozaic Group Ltd.; the Employment Agreement dated as of June 30, 2004 between Mozaic Group Ltd. and Mary Ann Gibson; and the Stock Purchase Agreement dated as of June 30, 2004 among Southern Graphic Systems, Inc., Mozaic Group Ltd. and Mary Ann Gibson (collectively, the “Other Amendments”).

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and in the Agreement, the Other Amendments, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties acknowledge and agree as follows:

1. In Section 5.1 of the Agreement, both references to “Year 3” are amended to refer to “Year 4”.

2. In Section 6.1 of the Agreement:

(a) both references to “Year 2” are amended to refer to “Year 3”.

(b) both references to “Year 3” are amended to refer to “Year 4”.

3. In Section 7.1 of the Agreement, both references to “Year 3” are amended to refer to Tear 4”.

4. In Section 8.1(d) of the Agreement, all four references to “Year 2” are amended to refer to “Year 3”.

5. Section 15.1 of the Agreement is amended to add the following definition: “ ‘Year 4’ means the twelve month period beginning July 1, 2007 and ending June 30, 2008.”

6. Capitalized terms used in this First Amendment and not otherwise defined herein shall have the meanings provided in the Agreement.

7. Except as expressly amended hereby, all of the terms and conditions of the Agreement shall continue in full force and effect. If there is a conflict between the terms and conditions set forth in this First Amendment and the terms and conditions set forth in the Agreement, the terms set forth in this First Amendment shall prevail.

[Signatures appear on the following three pages]

2

SIGNATURE PAGE TO FIRST AMENDMENT TO

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

(page 1 of 3)

IN WITNESS WHEREOF, this First Amendment has been duly executed by the parties hereto as of the day and year first above written.

SIGNATURE PAGE TO FIRST AMENDMENT TO

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

(page 2 of 3)

IN WITNESS WHEREOF, this First Amendment has been duly executed by the parties hereto as of the day and year first above written.

SIGNATURE PAGE TO FIRST AMENDMENT TO

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

(page 3 of 3)

IN WITNESS WHEREOF, this First Amendment has been duly executed by the parties hereto as of the day and year first above written.

FIRST AMENDMENT TO

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

SPOUSAL CONSENT

The undersigned, being the spouse of Raymond E. Earlewine hereby states and acknowledges as follows:

CONSENT

I have read the First Amendment to Amended and Restated Shareholders’ Agreement and understand its terms. I irrevocably consent to my spouse’s entering into the First Amendment to Amended and Restated Shareholders’ Agreement and I irrevocably consent to its terms, provisions and operation. I waive any marital interest I may have or any requirement that my consent be obtained with respect to the conveyance of my spouse’s Shares in accordance with the Amended and Restated Shareholders’ Agreement as amended by the First Amendment.

Dated this 21 day of August 2005.

FIRST AMENDMENT TO

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

SPOUSAL CONSENT

The undersigned, being the spouse of Ken Reece, hereby states and acknowledges as follows:

CONSENT

I have read the First Amendment to Amended and Restated Shareholders’ Agreement and understand its terms. I irrevocably consent to my spouse’s entering into the First Amendment to Amended and Restated Shareholders’ Agreement and I irrevocably consent to its terms, provisions and operation. I waive any marital interest I may have or any requirement that my consent be obtained with respect to the conveyance of my spouse’s Shares in accordance with the Amended and Restated Shareholders’ Agreement as amended by the First Amendment.

Dated this 21 day of August 2005.

FIRST AMENDMENT TO

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

SPOUSAL CONSENT

The undersigned, being the spouse of Patrick Bradley, hereby states and acknowledges as follows:

CONSENT

I have read the First Amendment to Amended and Restated Shareholders’ Agreement and understand its terms. I irrevocably consent to my spouse’s entering into the First Amendment to Amended and Restated Shareholders’ Agreement and I irrevocably consent to its terms, provisions and operation. I waive any marital interest I may have or any requirement that my consent be obtained with respect to the conveyance of my spouse’s Shares in accordance with the Amended and Restated Shareholders’ Agreement as amended by the First Amendment.

Dated this 22 day of August 2005.

FIRST AMENDMENT TO

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

SPOUSAL CONSENT

The undersigned, being the spouse of William J. Irvine III, hereby states and acknowledges as follows:

CONSENT

I have read the First Amendment to Amended and Restated Shareholders’ Agreement and understand its terms. I irrevocably consent to my spouse’s entering into the First Amendment to Amended and Restated Shareholders’ Agreement and I irrevocably consent to its terms, provisions and operation. I waive any marital interest I may have or any requirement that my consent be obtained with respect to the conveyance of my spouse’s Shares in accordance with the Amended and Restated Shareholders’ Agreement as amended by the First Amendment.

Dated this 21 day of August 2005.

FIRST AMENDMENT TO

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

SPOUSAL CONSENT

The undersigned, being the spouse of Tom Tham, hereby states and acknowledges as follows:

CONSENT

I have read the First Amendment to Amended and Restated Shareholders’ Agreement and understand its terms. I irrevocably consent to my spouse’s entering into the First Amendment to Amended and Restated Shareholders’ Agreement and I irrevocably consent to its terms, provisions and operation. I waive any marital interest I may have or any requirement that my consent be obtained with respect to the conveyance of my spouse’s Shares in accordance with the Amended and Restated Shareholders’ Agreement as amended by the First Amendment.

Dated this 22 day of August 2005.

FIRST AMENDMENT TO

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

SPOUSAL CONSENT

The undersigned, being the spouse of Jeff Stein, hereby states and acknowledges as follows:

CONSENT

I have read the First Amendment to Amended and Restated Shareholders’ Agreement and understand its terms. I irrevocably consent to my spouse’s entering into the First Amendment to Amended and Restated Shareholders’ Agreement and I irrevocably consent to its terms, provisions and operation. I waive any marital interest I may have or any requirement that my consent be obtained with respect to the conveyance of my spouse’s Shares in accordance with the Amended and Restated Shareholders’ Agreement as amended by the First Amendment.

Dated this 25 day of August 2005.

EX-10.25

Exhibit 10.25

SECOND AMENDMENT TO

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

THIS SECOND AMENDMENT TO THE MOZAIC GROUP LTD. AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Second Amendment”) is made as of the 27th day of September 2005 by and among MOZAIC GROUP LTD., a Missouri corporation (“Mozaic”), SOUTHERN GRAPHIC SYSTEMS, INC., a Kentucky corporation (“SGS”), and the Persons listed on pages 2 and 3 of the signature pages attached hereto (the “Other Minority Shareholders”).

WHEREAS, SGS, Mozaic and the Other Minority Shareholders are parties to the Mozaic Group Ltd. Amended and Restated Shareholders’ Agreement dated June 30, 2004, as amended by a First Amendment dated as of August 18, 2005 (as amended, the “Agreement”);

WHEREAS, the parties desire to amend the Agreement pursuant to this Second Amendment; and

WHEREAS, this Second Amendment is being made in connection with a $1,000,000 contribution to the capital of Mozaic (the “Capital Contribution”) by SGS, DCS Real Estate, L.L.C. and DCS Family Investments, LLC, and the issuance of shares of Mozaic’s Class A and Class B stock in consideration thereof, as approved by Mozaic’s shareholders and directors effective as of September 27, 2005.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and in the Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties acknowledge and agree as follows:

1. (a) Section 1.2 of the Agreement is hereby amended, to read in its entirety as follows:

1.2 The number of shares of capital stock of the Company which are issued and outstanding is shown on Schedule 2, which may be amended from time to time.

(b) Schedule 2 to the Agreement, reflecting the issuance of shares in consideration of the Capital Contribution, is attached to this Second Amendment.

2. A new Section 2.6 is hereby added to the Agreement, to read in its entirety as follows:

2.6 Additional Required Approvals. Any action requiring Board approval under Section 2.4 and/or Shareholder approval under Section 2.5 shall, before being undertaken, (i) be approved in writing by the President of SGS and (ii) receive all other approvals required by the corporate policies and procedures of SGS and Alcoa Inc., including, without limitation, special transaction clearance and/or request for authorization approval.

3. Capitalized terms used in this Second Amendment and not otherwise defined herein shall have the meanings provided in the Agreement.

4. Except as expressly amended hereby, all of the terms and conditions of the Agreement shall continue in full force and effect. If there is a conflict between the terms and conditions set forth in this Second Amendment and the terms and conditions set forth in the Agreement, the terms set forth in this Second Amendment shall prevail.

[Signatures appear on the following three pages]

2

SIGNATURE PAGE TO SECOND AMENDMENT TO

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

(page 1 of 3)

IN WITNESS WHEREOF, this Second Amendment has been duly executed by the parties hereto as of the day and year first above written.

SIGNATURE PAGE TO SECOND AMENDMENT TO

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

(page 2 of 3)

IN WITNESS WHEREOF, this Second Amendment has been duly executed by the parties hereto as of the day and year first above written.

SIGNATURE PAGE TO SECOND AMENDMENT TO

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

(page 3 of 3)

IN WITNESS WHEREOF, this Second Amendment has been duly executed by the parties hereto as of the day and year first above written.

SCHEDULE 2 TO

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

Issued and Outstanding Capital Stock

Shareholder	Number of Shares		Total Shares
	Class A	Class B
DCS Real Estate, L.L.C.	0	22,227	22,227
DCS Ventures, LLC	1	25,499	25,500
DCS Family Investments, LLC	9,902	71,993	81,895
Southern Graphic Systems, Inc.	10,314	142,563	152,877
Raymond E. Earlewine	1	2,999	3,000
Jeffrey M. Stein	1	2,789	2,790
Tom N. Tham	1	2,769	2,770
Patrick J. Bradley	1	2,943	2,944
William J. Irvine, III	1	2,947	2,948
Kenneth W. Reece	1	2,823	2,824
TOTAL	20,223	279,552	299,775

SECOND AMENDMENT TO

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

SPOUSAL CONSENT

The undersigned, being the spouse of Pat Bradley, hereby states and acknowledges as follows:

CONSENT

I have read the Second Amendment to Amended and Restated Shareholders’ Agreement and understand its terms. I irrevocably consent to my spouse’s entering into the Second Amendment to Amended and Restated Shareholders’ Agreement and I irrevocably consent to its terms, provisions and operation. I waive any marital interest I may have or any requirement that my consent be obtained with respect to the conveyance of my spouse’s Shares in accordance with the Amended and Restated Shareholders’ Agreement as amended by the Second Amendment.

Dated this 29 day of September 2005.

SECOND AMENDMENT TO

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

SPOUSAL CONSENT

The undersigned, being the spouse of Raymond E. Earlewine, hereby states and acknowledges as follows:

CONSENT

I have read the Second Amendment to Amended and Restated Shareholders’ Agreement and understand its terms, I irrevocably consent to my spouse’s entering into the Second Amendment to Amended and Restated Shareholders’ Agreement and I irrevocably consent to its terms, provisions and operation. I waive any marital interest I may have or any requirement that my consent be obtained with respect to the conveyance of my spouse’s Shares in accordance with the Amended and Restated Shareholders’ Agreement as amended by the Second Amendment.

Dated this 28th day of September 2005.

SECOND AMENDMENT TO

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

SPOUSAL CONSENT

The undersigned, being the spouse of William Irvine, hereby states and acknowledges as follows:

CONSENT

I have read the Second Amendment to Amended and Restated Shareholders’ Agreement and understand its terms. I irrevocably consent to my spouse’s entering into the Second Amendment to Amended and Restated Shareholders’ Agreement and I irrevocably consent to its terms, provisions and operation. I waive any marital interest I may have or any requirement that my consent be obtained with respect to the conveyance of my spouse’s Shares in accordance with the Amended and Restated Shareholders’ Agreement as amended by the Second Amendment.

Dated this 29 day of September 2005.

SECOND AMENDMENT TO

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

SPOUSAL CONSENT

The undersigned, being the spouse of Ken Reece, hereby states and acknowledges as follows:

CONSENT

I have read the Second Amendment to Amended and Restated Shareholders’ Agreement and understand its terms. I irrevocably consent to my spouse’s entering into the Second Amendment to Amended and Restated Shareholders’ Agreement and I irrevocably consent to its terms, provisions and operation. I waive any marital interest I may have or any requirement that my consent be obtained with respect to the conveyance of my spouse’s Shares in accordance with the Amended and Restated Shareholders’ Agreement as amended by the Second Amendment.

Dated this 28 day of September 2005.

SECOND AMENDMENT TO

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

SPOUSAL CONSENT

The undersigned, being the spouse of Jeff Stein, hereby states and acknowledges as follows:

CONSENT

I have read the Second Amendment to Amended and Restated Shareholders’ Agreement and understand its terms. I irrevocably consent to my spouse’s entering into the Second Amendment to Amended and Restated Shareholders’ Agreement and I irrevocably consent to its terms, provisions and operation. I waive any marital interest I may have or any requirement that my consent be obtained with respect to the conveyance of my spouse’s Shares in accordance with the Amended and Restated Shareholders’ Agreement as amended by the Second Amendment.

Dated this 29 day of September 2005.

SECOND AMENDMENT TO

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

SPOUSAL CONSENT

The undersigned, being the spouse of Tom Tham, hereby states and acknowledges as follows:

CONSENT

I have read the Second Amendment to Amended and Restated Shareholders’ Agreement and understand its terms. I irrevocably consent to my spouse’s entering into the Second Amendment to Amended and Restated Shareholders’ Agreement and I irrevocably consent to its terms, provisions and operation. I waive any marital interest I may have or any requirement that my consent be obtained with respect to the conveyance of my spouse’s Shares in accordance with the Amended and Restated Shareholders’ Agreement as amended by the Second Amendment.

Dated this 29 day of September 2005.

EX-10.26

Exhibit 10.26

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “First Amendment”) is made as of the 18th day of August 2005 by and among SOUTHERN GRAPHIC SYSTEMS, INC., a Kentucky corporation (“SGS”), MOZAIC GROUP LTD., a Missouri corporation (“Mozaic”), and Mary Ann Gibson, an individual residing in the State of Florida (“MAG”).

WHEREAS, SGS, Mozaic and MAG are parties to a Stock Purchase Agreement dated as of June 30, 2004 (the “Agreement”);

WHEREAS, the parties desire to amend the Agreement pursuant to this First Amendment; and

WHEREAS, this First Amendment is being made in connection with amendments of even date herewith to the Loan Agreement dated June 30, 2004 between Alcoa Securities Corporation and Mozaic Group Ltd.; the Employment Agreement dated as of June 30, 2004 between Mozaic Group Ltd. and Mary Ann Gibson; and the Mozaic Group Ltd. Amended and Restated Shareholders’ Agreement dated June 30, 2004 among Mozaic Group Ltd., Southern Graphic Systems, Inc., and the Persons listed on Schedule 1 attached thereto (collectively, the “Other Amendments”).

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and in the Agreement, the Other Amendments, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties acknowledge and agree as follows:

1. The definitions of “Year 1” and “Year 2” contained in Article I of the Agreement are amended to read in their entirety as follows:

“ ‘Year 1’ means the twelve-month period beginning on July 1, 2004 and ending on June 30, 2005.”

“ ‘Year 2’ means the twelve-month period beginning on July 1, 2005 and ending on June 30, 2006.”

2. The following definition of “Year 3” is added to Article I of the Agreement:

“ ‘Year 3’ means the twelve-month period beginning on July 1, 2006 and ending on June 30, 2007.”

3. Sections 3.5.1 (a)(i) and 3.5.1 (a)(ii) of the Agreement are amended to read in their entirety as follows:

(i) $600,000 if the Sales equal or exceed $15,000,000 and EBITDA equals or exceeds $3,088,800 in Year 2; and

(ii) $800,000 if the Sales equal or exceed $25,000,000 and EBITDA equals or exceeds $6,682,000 in Year 3.

4. Examples 1, 2, 3 and 4 contained in Section 3.5.1 (c) of the Agreement are amended by deleting each reference to “Year 1” and replacing it with a reference to “Year 2”.

5. There being two subsections designated as 3.5.1(d) in the Agreement the subsection 3.5.1 (d) beginning with the words “Each Shareholder Earn-Out Payment” is redesignated as subsection 3.5.1(e).

6. Capitalized terms used in this First Amendment and not otherwise defined herein shall have the meanings provided in the Agreement.

7. Except as expressly amended hereby, all of the terms and conditions of the Agreement shall continue in full force and effect. If there is a conflict between the terms and conditions set forth in this First Amendment and the terms and conditions set forth in the Agreement, the terms set forth in this First Amendment shall prevail.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of the day and year first above written.

2

EX-10.27

Exhibit 10.27

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made effective as of the 30th day of June, 2004 by and among SOUTHERN GRAPHIC SYSTEMS, INC., a corporation duly organized and existing under the laws of the State of Kentucky (“Buyer”), MOZAIC GROUP LTD., a corporation duly organized and existing under the laws of the State of Missouri (the “Company”), and Mary Ann Gibson, an individual residing in the State of Florida (“MAG”).

This Agreement sets forth the terms and conditions upon which Buyer is purchasing and Company is selling newly-issued capital stock of the Company consisting of 8,565 shares of Voting Common Stock and 118,400 shares of Non-Voting Common Stock which equal 50.997% of each class of Voting Common Stock and Non-Voting Common Stock, respectively, of the Company (collectively, the “Shares”).

In consideration of, and in reliance on, the mutual agreements, covenants, representations and warranties contained in this Agreement, Buyer, the Company and MAG agree as follows:

ARTICLE I

DEFINITIONS

As used in this Agreement, the terms below shall have the following meanings:

“Arbitrating Accountant” has the meaning given in Section 9.5(b)(i).

“Affiliate” means any Person, directly or indirectly, controlling, controlled by, or under common control with, the Company, Buyer or MAG. Without limiting the generality of the foregoing, a Person is considered to be in control of or to be controlled by another Person if such Person holds 50% or more of the outstanding voting equity interest in such other Person or such other Person holds 50% or more of its outstanding voting equity interest.

“Agreement” has the meaning given in the introductory paragraph.

“Alcoa” means Alcoa Inc., a Pennsylvania corporation.

“ASC” means Alcoa Securities Corporation, a Delaware corporation.

“ASC Loan” has the meaning given in Section 7.6.

“ASC Loan Agreement” has the meaning given in Section 7.6.

“Amended and Restated Shareholders’ Agreement” has the meaning given in Section 2.4.

“Ancillary Agreements” has the meaning given in Section 3.4.

“Balance Sheet” has the meaning given in Section 4.6.

“Business” means the business conducted by the Company which includes providing a full-suite of integrated services including brand architecture, comprehensive design solutions, interactive development, digital photography, imaging, dynamic publishing and workflow tools, large format digital printing, print management and complete outsourced capabilities to execute and produce direct response TV campaigns.

“Business Day” means any day other than Saturday, Sunday and any day which is a legal holiday or a day on which banking institutions in the United States are authorized by Law or other government action to close.

“Buyer” has the meaning given in the introductory paragraph.

“Buyer Indemnitees” has the meaning given in Section 10.1.

“Closing” means the taking of the actions described in Article III of this Agreement.

“Closing Date” means 11:59 PM EST on June 30, 2004, or such other date as may be mutually agreed by the parties in writing.

“Closing Date Debt Amount” has the meaning given in Section 9.5(a).

“Closing Date Net Working Capital” has the meaning given in Section 9.5(a).

“Closing Date Statement” has the meaning given in Section 9.5(b).

“Code” means the Internal Revenue Code of 1986, as amended. All references to the Code, or to the Treasury Regulations promulgated thereunder, shall include any amendments or any substitute or successor provisions thereto.

“Company” has the meaning given in the introductory paragraph.

“Company Earn-Out Payment” has the meaning given in Section 3.5.1(b).

“Company IP” has the meaning given in Section 4.13.

“Company Shares” has the meaning given in Section 4.1(a).

“Confidential Information” has the meaning given in Section 9.2.

2.

“Current Maturities of Lone Term Debt” means, with respect lo long term debt shown on the Financial Statements, principal payments due within 12 months following the date of the Financial Statements, excluding principal payments on subordinated debt.

“Current Maturities of LT Debt” means the same as the foregoing.

“DCS Family Investments” has the meaning given in Section 3.2(b).

“DCS Real Estate” has the meaning given in Section 8.12.

“Dispute Period” has the meaning given in Section 9.5(b).

“Dispute” has the meaning given in Section 9.5(b).

“EBITDA” shall mean the total revenue of the Company minus (i) the cost of goods sold and services provided, (ii) general administrative and selling expenses and (iii) research and development expenses. EBITDA will not include the effects of (i) depreciation and amortization, (ii) income taxes, and (iii) interest income or interest expense. EBITDA will not include income statement impact of Earnouts. The calculation and the amounts of EBITDA’s components will be determined in accordance with Alcoa’s accounting practices for its operating locations, with such modifications as are reasonably necessary to be consistent with Company’s Projections. Such modifications shall include, but not be limited to, percentage completion accounting for unbilled revenues pertaining to work-in-process.

“Employee Arrangements” has the meaning given in Section 4.19(a).

“Employment Agreements” has the meaning given in Section 8.10.

“Encumbrances” means any mortgage, covenant, condition, restriction, option, lien (statutory or other), pledge, charge, easement, right-of-way, security interest, or other right or interest of third parties, but excluding any such Encumbrance as expressly provided in the Amended and Restated Shareholders’ Agreement.

“Environmental Condition” means: (i) the past or present release, spill, discharge, dispersal, leaching, emission, disposal or migration (as defined in any Environmental Law) into the indoor or outdoor environment (including, without limitation, ambient air, surface water, groundwater and surface or subsurface strata) or into or out of any property, and/or contamination with hazardous wastes, materials or substances, as defined by any applicable Environmental Law, including oil and petroleum products, radioactive, nuclear or source materials; or (ii) injury to health, public safety or the environment relating to activities of the Company.

“Environmental Law” means any and all laws concerning the protection of human health and the environment which include, but are not limited to, applicable common law, the Comprehensive Environmental Response, Compensation and Liability Act

3.

(“CERCLA”), 42 U.S.C. §§ 9601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1960, 42 U.S.C. §§ 13101 et seq.; the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. §§ 6901, et seq.; the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251 et seq,; the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1471 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq.; Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”), 7 U.S.C. §§ 136 et seq.; the Occupational Safety and Health Act of 1970 (“OSHA”), 29 U.S.C. §§ 651-678; and the Safe Drinking Water Act, 42 U.S. §§ 300f through 300j, each, as they have been or will be amended from time to time, and the rules and regulations implementing such statutes or promulgated thereunder together with any and all federal, state, and local environmental laws, rules, ordinances, regulations or guidance similar or analogous to the above-listed laws.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Financial Statements” has the meaning given in Section 4.6.

“GAAP” means generally accepted United States accounting principles.

“Hazardous Substances” means any material, substance, chemical or waste that is listed, defined or regulated as hazardous or toxic under applicable Environmental Law.

“Indemnification Agreement” has the meaning given in Section 10.4(d).

“Indemnified Party” has the meaning given in Section 10.5.

“Indemnifying Party” has the meaning given in Section 10.5.

“Intellectual Property” means (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereon, and all patents, patent applications and patent disclosures, together with all reinsurances, continuation, continuations-in-part, divisions, revisions, extensions and re-examinations thereof, (b) all trademarks, service marks, trade dress, logos, tradenames, domain names, and corporate names, together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith, and all applications, registrations and renewals in connection therewith, (c) all copyrights and copyrightable works and all applications, registrations and renewals in connection therewith, (d) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, methods, schematics, technology, technical data, designs, drawings, flowcharts, block diagrams, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals), (e) all computer software (including data and related documentation), (f) all other proprietary rights, (g) all copies and tangible embodiments of any of the foregoing (in whatever form or medium), and (h) all licenses, sublicenses, agreements or permissions related to any of the foregoing.

4.

“Inventors” has the meaning given in Section 4.13.

“Law” means any applicable federal, state, provincial, local or foreign order, writ, injunction, decree, regulation, rule, ordinance, law, statute or code.

“Liability for Tax” has the meaning given in Section 10.1.

“Letter of Intent” means that certain Letter of Intent executed by Buyer and Company dated April 14, 2004.

“Losses” has the meaning given in Section 10.1.

“MAG” has the meaning given in the introductory paragraph.

“MAG Loan” has the meaning given in Section 8.12.

“Net Working Capital” means (i) the amount of “current assets” reflected in the Projections (defined below) as of a given date minus (ii) the amount of “current maturities of LT debt”, “accounts payable”, and “accrued expenses” reflected in the Projections as of the same date.

“Non-Management Shareholders” has the meaning given in Section 3.2(b).

“Non-Voting Common Stock” means Class B Common Stock.

“NPL” has the meaning given in Section 4.25(d).

“Permits” has the meaning given in Section 4.14.

“Permitted Exceptions” means (i) those exceptions to title to the assets of the Company listed on Schedule 4.10(b) and (ii) Encumbrances related to the line of credit and long term debt referred in the 12-31-03 Financial Statements and Projections.

“Person” means a natural person, a corporation, a partnership, a limited liability company, or any other legal entity.

“Pre-existing Liabilities” has the meaning given in Section 10.1.

“Projections” has the meaning given in Section 4.8.

“Projected Debt Amount” has the meaning given in Section 9.5(a).

“Projected Net Working Capital” has the meaning given in Section 9.5(a).

5.

“Purchase Price” has the meaning given in Section 2.2.

“Related Parties” has the meaning given in Section 4.21.

“Returns” means all returns, declarations, reports, statements and other documents required to be filed in respect of Taxes, and any claims for refunds of Taxes, including any amendments or supplements to any of the foregoing. The term “Return” means any one of the foregoing Returns.

“Sales” means the total sales of the Company calculated in accordance with Alcoa’s accounting policies, with such modifications as are reasonably necessary to be consistent with Company’s Projections.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Seller Indemnitees” has the meaning given in Section 10.2.

“Shares” has the meaning given in the second introductory paragraph.

“Shareholder Earn-Out Payment” has the meaning given in Section 3.5.1 (a).

“Subsidiaries” mean Mozaic Management, Inc. and 617 Front, Inc.

“Tax” or “Taxes” means any federal, state, local, foreign or other taxes including but not limited to income, corporation, gross receipts, profits, gains, capital stock, franchise, sales, use, transfer, payroll, personal property, real property, occupancy, alternative minimum, estimated or other tax, levy, impost, fee, imposition, assessment or similar charge, together with any additions to Tax or additional amounts, interest and penalty thereon.

“Third Party Claim” has the meaning given in Section 10.5.

“Voting Common Stock” means Class A Common Stock.

“Year 1” has the meaning given in Section 3.5.1 (a)(i).

“Year 2” has the meaning given in Section 3.5.1 (a)(ii).

“4-30-04 Financial Statements” has the meaning given in Section 4.6.

“12-31-03 Financial Statements” has the meaning given in Section 4.6.

6.

ARTICLE II

PURCHASE AND SALE OF SHARES

2.1 Purchase and Sale of Shares. On the Closing Date, subject to the terms and conditions of this Agreement, Company will issue and sell to Buyer and Buyer will purchase and acquire from Company, the Shares, free and clear of any and all Encumbrances. This sale and purchase transaction is subject to the conditions set forth in Article VII and VIII.

2.2 Purchase Price. The total purchase price for the Shares will be Two Million Dollars ($2,000,000) (the “Purchase Price”). At Closing, the Company will apply the Purchase Price amount it receives from Buyer to pay off subordinated debt totaling $2,000,000 in the aggregate (excluding the MAG Loan amount which will not be repaid at Closing).

2.3 Payment of Purchase Price. On the Closing Date, Buyer shall pay the Purchase Price to Company by wire transfer of immediately available funds to the following Summers, Compton, Wells & Hamburg, P.C. Trust Account for distribution to the subordinated debt holders:

Name of Bank:	Enterprise Bank, St. Louis, MO
Name of Account:	Summers, Compton, Wells & Hamburg, P.C.
	Trust Account
Routing Number:	ABA # 081006162
Account Number:	7003319

2.4 Shareholder Agreement. Simultaneously with the purchase of the Shares hereunder, Buyer, Company, and all of the shareholders of the Company will amend and execute an amendment and restatement of the Shareholders’ Agreement dated August 14, 2003, substantially in the form attached hereto as Exhibit A (the “Amended and Restated Shareholders’ Agreement”).

ARTICLE III

CLOSING

3.1 Time; Location. Subject to the conditions contained herein, the Closing shall be held on the Closing Date at 9:00 a.m., local time, at the offices of Company’s attorney, Summers, Compton, Hamburg & Wells, 8909 Ladue Road, St. Louis, Missouri 63124, or at such other time and place as the parties shall agree.

3.2 Deliveries by the Company. At the Closing, the Company shall execute and deliver or cause to be executed and delivered the following:

(a) Certificates evidencing the Shares, free and clear of any Encumbrances;

(b) Releases signed by each of the non-management shareholders identified on Schedule 3.2 (b) (the “Non-Management Shareholders”) who sold their shares to DCS Family Investments, LLC, a Missouri limited liability company (“DCS

7.

Family Investments”), controlled by MAG, substantially in the form attached hereto as Exhibit B.

(c) Resignations of the individuals identified on Schedule 3.2(c) as members of the board of directors and as officers of the Company, effective as of the Closing Date;

(d) A resolution of the Company’s board of directors, authorizing the consummation of the transaction contemplated in this Agreement;

(e) All documents required to be delivered to Buyer pursuant to Article VIII;

(f) Such additional instruments as Buyer may reasonably require in order to effectively vest title in the Shares.

(g) A certificate executed by an officer of the Company representing that the representations and warranties of the Company in this Agreement were accurate when made and are accurate in all respects as of the Closing Date as if made on the Closing Date and that all covenants to be complied with by the Company has been complied with in all material respects;

(h) Consents authorizing the election of the new board of directors and officers of the Company set forth in the Amended and Restated Shareholders’ Agreement;

(i) An acknowledgment and representation by each shareholder of the Company, substantially in the form attached hereto as Exhibit C. which Buyer is relying upon in purchasing the Shares pursuant to this Agreement;

(j) The Indemnification Agreements executed by MAG and her Affiliates; and

(k) Correct and complete copies of (a) the governing documents (other than the bylaws) of the Company as of a date not more than 10 days prior to the Closing Date, certified by the Secretary of State of Missouri and the governing documents of the Subsidiaries, certified by the Secretary of the jurisdiction in which the Subsidiaries are incorporated, and (b) the bylaws of the Company and its Subsidiaries as of the Closing Date, certified by the Company’s Secretary; and

(l) Certificates of the appropriate public officials dated not more than 10 days prior to the Closing Date to the effect that the (i) Company is a validly existing corporation in good standing in the State of Missouri and in each jurisdiction listed in Schedule 4.2 and (ii) Each Subsidiary is a validly existing corporation in good standing in the jurisdiction it is incorporated and each jurisdiction listed on Schedule 4.2.

3.3 Deliveries by the Buyer. At the Closing, Buyer shall execute and deliver or cause to be executed and delivered the following:

(a) All documents required to be delivered to the Company pursuant to Article VII;

(b) A certificate representing that each of Buyer’s representations and warranties in this Agreement were accurate when made and are accurate in all respects as of the Closing Date as if made on the Closing Date and that all covenants to be complied with by Buyer have been complied with in all material respects;

(c) The Purchase Price;

8.

(d) The ASC Loan proceeds in an amount of no more than $3.1 million which amount shall be used to pay off the Company’s line of credit at Enterprise Bank, St. Louis, Missouri;

(e) Consents authorizing the election of the new board of directors and officers of the Company set forth in the Amended and Restated Shareholders’ Agreement; and

(f) The certificate of Directors & Officers Liability Insurance for Company for wrongful acts or loss which occur as of or after the Closing Date.

3.4 Other Agreements to be Executed at Closing. At the Closing, the following additional agreements (the “Ancillary Agreements”) shall also be executed and delivered by the applicable parties:

(a) The Employment Agreements;

(b) The Amended and Restated Shareholders’ Agreement;

(c) The ASC Loan Agreement; and

(d) MAG Loan documentation.

3.5 Earn-Out.

3.5.1 Earn-Out Payment.

(a) Shareholder Earn-Out Payment. Buyer agrees to pay to the shareholders of the Company the following earn-out payments (each, a “Shareholder Earn-Out Payment”), if the applicable conditions are satisfied:

(i) $600,000 if the Sales equal or exceed $15,000,000 and EBITDA equals or exceeds $3,088,800 for the twelve-calendar month period beginning on the first day of the month first succeeding the month in which the Closing occurs (“Year 1”); and

(ii) $800,000 if the Sales equal or exceed $25,000,000 and EBITDA equals or exceeds $6,682,000 for the twelve-calendar month period beginning on the first anniversary of the first day of Year 1 (“Year 2”).

(b) Company Earn-Out Payment. Buyer agrees to pay to the Company an earn-out payment (the “Company Earn-Out Payment”) of $500,000 if the Sales equal or exceed $25,000,000 and EBITDA equals or exceeds $6,682,000 in Year 2.

9.

(c) Pro-rata. If the Company fails to satisfy the thresholds set forth in 3.5.1 (a)(i), 3.5.1(a)(ii) and/or 3.5.1(b) but Sales are at least 80% or more of the applicable Sales threshold and EBITDA is at least 90% or more of the applicable EBITDA threshold, a portion of the applicable Shareholder Earn-Out Payment or Company Earn-Out Payment will be paid in an amount equal to the applicable Shareholder Earn-Out Payment or Company Earn-Out Payment multiplied by the percentage that the actual EBITDA is of the threshold EBITDA for such time period. The following are examples of various calculations:

Example 1:

If Sales are at least 80% of the applicable Sales threshold and the actual EBITDA equals 95% of the EBITDA threshold in Year 1, then the Shareholder Earn-Out Payment for Year 1 will be $570,000 ($600,000 x 95% = $570,000).

Example 2:

If Sales equal 95% of the applicable Sales threshold and the actual EBITDA equals 90% of the EBITDA threshold in Year 1, then the Shareholder Earn-Out Payment for Year 1 will be $540,000 ($600,000 x 90% =$540,000).

Example 3:

If Sales are at least 80% of the applicable Sales threshold and the actual EBITDA equals 85% of the EBITDA threshold in Year 1, then there is no Shareholder Earn-Out Payment for Year 1.

Example 4:

If Sales equal 75% of the applicable Sales threshold and the actual EBITDA equals 90% of the EBITDA threshold in Year 1, then there is no Shareholder Earn-Out Payment for Year 1.

(d) Within 30 days following the last day of the twelve-calendar month period of the year to which the Shareholder Earn-Out Payment or Company Earn-out Payment relates, the Company will prepare and submit to Buyer a statement of calculation of Sales and EBITDA, certified by the Chief Financial Officer of the Company as true and correct in all material respects and calculated in accordance with this Agreement. Within 60 days following delivery of the Company’s statement of calculation of the Sales and EBITDA, Buyer will notify the Company of any objections to the Sales and EBITDA calculations, and the parties will reach agreement with regard to Buyer’s objections to the Sales and EBITDA calculations. During such 60 day period, during regular business hours and with prior notice, the Company will provide to Buyer, its Affiliates and its independent public accountants access to the financial books and records of the Company (including work papers and all relevant personnel) as may reasonably be required for preparation of any objections and to confirm compliance with this Section 3.5.1, including without limitation proper calculation of Sales and EBITDA in accordance with this Agreement. For purposes of determining whether the threshold for the Shareholder Earn-Out Payment and the Company Earn-Out Payment have been met Buyer and MAG will make such adjustments to the calculation of EBITDA as are reasonably appropriate to reflect what the EBITDA would have been had the Company remained an independent corporation.

(e) Each Shareholder Earn-Out Payment and Company Earn-out Payment required to be made pursuant to Section 3.5.1(a) and (b) will be due and payable within 90 days following the last day of the twelve-calendar month period to which the Shareholder Earn-Out Payment and Company Earn-out Payment relates. Each Shareholder Earn-Out Payment shall be paid pro rata to the shareholders of the Company (but not including the Buyer) of record as of the last day of the twelve-calendar month period for which the Shareholder Earn-Out Payment is being paid.

10.

All payments will be made by wire transfer to an account designated in writing by each shareholder of the Company (but not including the Buyer).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company and MAG, jointly and severally, represents and warrants to Buyer as follows:

4.1 Capitalization: Title to Shares: Business.

(a) The authorized capital stock of the Company consists solely of (i) 100,000 shares of Voting Company Stock, $.10 par value per share, of which, prior to the issuance of the Shares, 8230 shares are currently issued and outstanding, (ii) 900,000 shares of Non-Voting Common Stock, $.10 par value per share, of which 113,770 shares are currently issued and outstanding (the “Company Shares”). There are no other shares of capital stock authorized, issued or outstanding. The Company Shares are owned of record by the shareholders in the amount identified on Schedule 4.1(a). All issued and outstanding capital stock of the Subsidiaries is owned of record by the Company. The Company Shares and all issued and outstanding capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and non assessable. The Company Shares and all issued and outstanding capital stock of the Subsidiaries are, and the Shares, when issued at Closing will be, free and clear of all Encumbrances.

(b) The Shares, when issued at Closing, will represent 50.997% of the total issued and outstanding shares of each class of Voting Common Stock and Non-Voting Common Stock, respectively. When issued on the Closing Date, the Shares will be duly authorized, validly issued, fully paid and non-assessable.

(c) Except for those plans and agreements identified on Schedule 4.1(c) and except as expressly provided in the Amended and Restated Shareholders’ Agreement, there are no outstanding subscriptions, options, warrants, calls or rights of any kind to purchase or otherwise acquire, and no securities convertible into, capital stock of the Company or its Subsidiaries. The Company Shares have been issued to the shareholders of the Company, and the Shares will at Closing be issued to Buyer, in compliance with all applicable federal and state securities laws.

(e) The Company and the Subsidiaries do not conduct any business other than the Business.

4.2 Organization, Good Standing and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Missouri, and has all requisite corporate power and authority to conduct its Business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform its obligations. Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated. Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation and is in good standing

11.

under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, all of such states and jurisdictions being listed on Schedule 4.2.

4.3 Authorization of Agreement and Enforceability. The Company and MAG has the power, authority and legal capacity to enter into this Agreement and the Ancillary Agreements to which each is a party and to perform all of their respective obligations hereunder and thereunder. The Company and MAG have taken all necessary action to authorize the execution and delivery of this Agreement and the Ancillary Agreements, the performance by them of all terms and conditions to be performed by them, and the consummation of the transactions contemplated hereby and thereby. This Agreement constitutes, and the Ancillary Agreements to which the Company and MAG are to become a party at the Closing, when executed and delivered by the Company and MAG, shall constitute at the Closing, legal, valid and binding obligations of the Company and MAG, enforceable against them in accordance with their terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws affecting rights and remedies of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or equity).

4.4 No Violation. Except as disclosed on Schedule 4.4, the execution, delivery and performance by the Company and MAG of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby will not (with or without the giving of notice or the lapse of time, or both) (i) result in a violation of any provision of the bylaws or articles of incorporation of the Company; (ii) result in a violation of any applicable law, statute, rule, regulation, judicial or administrative order, award, judgment or decree; (iii) contravene, conflict with, result in a breach of, or a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any term or provision of any contract, agreement, or instrument to which Company or MAG is a party; (iv) require any filing with, or permit, authorization, consent or approval of any Person; or (v) result in the creation of any Encumbrance upon the Shares or the assets of the Company, except for the ASC Loan.

4.5 Governmental Consents. No consent, approval or authorization of, or declaration, notification, filing or registration with, any United States governmental or regulatory authority is required to be made or obtained by Company or MAG in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby.

4.6 Financial Statements. The Company has delivered to Buyer true and correct copies of (i) the internal unaudited consolidated balance sheet of the Company and the Subsidiaries at December 31, 2003, and the related statements of operations and statements of cash flows for the period beginning May 1, 2003 and ending (the “12-31-03 Financial Statements”), and (ii) the internal unaudited consolidated balance sheet of the Company and the Subsidiaries at April 30, 2004, and the reviewed internal unaudited related income statement and cash flow statement for the fiscal year then ended (the “4-30-04 Financial Statements”, and, together with the 12-31-03 Financial Statements, the “Financial Statements” ). True and correct copies of such Financial

12.

Statements are collectively attached hereto as Schedule 4.6. The Financial Statements have been prepared in accordance with GAAP, except for the 12-31-03 Financial Statements, and the information contained in such Financial Statements is complete and accurate in all material respects, subject to normal fiscal year-end adjustments in the case of the 12-31-03 Financial Statements. The Financial Statements, including the related notes, present fairly in all material respects the financial position of the Company and the Subsidiaries at the dates indicated and the results of operations and cash flows of the Company and the Subsidiaries for the periods then ended. Unless the context indicates otherwise, references in this Agreement to “Balance Sheet” shall mean the balance sheet of the Company as of April 30, 2004.

4.7 Notes and Accounts Receivable. All notes and accounts receivable were reflected properly on the Balance Sheet and those outstanding as of the Closing Date are valid receivables for sales actually made or services actually performed by the Company, as the case may be, in the ordinary course of business consistent with past practice for goods sold and delivered or services performed. No portion of any account receivable is subject to any counterclaim, defense or set-off, or is otherwise in dispute. All notes and accounts receivable outstanding as of the Closing Date are collectible to the best of the knowledge of the Company and MAG in the ordinary course of business in amounts not less than the aggregate amount thereof.

4.8 Financial Projections. Company has delivered to Buyer financial projections for the year ending December 31, 2004 and December 31, 2005 (the “Projections”), which were made in good faith with a reasonable basis. Such Projections are attached in Schedule 4.8. As of the Closing Date, the Projections shall be deemed to apply to the 24-month period following Closing rather than to calendar years 2004 and 2005 and the Company represents that, as of the Closing Date, there is a good faith reasonable basis for the Projections as applied to such 24-month period. Company, MAG and SGS acknowledge that the Projections will be deemed to be modified post-closing as appropriate to reflect the fact that the $2,000,000 of subordinated debt has been paid off at Closing and that the ASC Loan has replaced the Enterprise Bank Credit Line.

4.9 Absence of Certain Changes or Events.

4.9.1 Actions Not Taken. Since December 31, 2003, the Company and its Subsidiaries have not:

(a) Waived any rights under, amended in any material respect or terminated any contract other than in the ordinary course of the business consistent with past practice;

(b) Suffered the occurrence of any events that have had or could have a material adverse effect on the Company’s operations, assets, liabilities, financial condition or the Business;

(c) Incurred any damage, destruction or casualty having a material adverse effect on the Company’s assets or the Business, whether or not covered by insurance;

(d) Sold, transferred, replaced or leased any assets or sold any inventory at a discount, except for transactions in the ordinary course of the business consistent with past

13.

practice and except that the Company will enter into additional equipment leases for $100,000 on or before July 30, 2004;

(e) Waived or released any material rights with respect to the Company’s assets or the Business;

(f) Transferred or granted any proprietary rights;

(g) Entered into any transaction or made any commitments other than in the ordinary course of the business consistent with past practice;

(h) Changed its methods of accounting;

(i) Changed the rate of compensation paid to anyone connected with the Business, except for those increases planned in the ordinary course of business consistent with past practices, or established any new pension or profit-sharing plan, deferred compensation agreement or employee benefit arrangement of any kind;

(j) Materially altered its conduct in its relations with suppliers or customers;

(k) Declared or paid any dividend or distributions to shareholders or awarded or paid any bonuses to management or employees (other than salaries payable in the ordinary course of business to Company’s shareholders);

(l) Increased the salary, wage or bonus of any employee of the Company except for a partial reinstatement of wages effective April 1, 2004, that were rolled back with management approval and employee consent in October 2003. The amount of the April wage increase averaged 13%, and the amount of the October 2003 roll back was approximately 25%;

(m) Changed the Projections, the basis for such Projections, the Business, operations, assets, liabilities or financial condition of the Company, that such change constitutes a material adverse change; and

(n) Agreed or committed to do any of the foregoing.

4.9.2 Actions Taken. Since December 31, 2005, the Company and its Subsidiaries have:

(a) Operated the Business in the usual, regular and ordinary manner as such Business was operated prior to December 31, 2003 and, to the extent consistent with such operation, used its best efforts to preserve the goodwill of the Business, kept the Business intact, and preserved its relationships with customers, suppliers and others having business dealings with the Company; and

14.

(b) Billed its customers and paid its suppliers in the usual, regular and ordinary manner, on a basis consistent with past practice.

4.10 Title to Assets; Absence of Encumbrances. Schedule 4.10 ( a) is a complete and accurate list of the assets of the Company and its Subsidiaries. Except as otherwise disclosed on Schedule 4.10(b) and subject to the Permitted Exceptions, the Company and its Subsidiaries has good and marketable title to, or, in the case of leased assets, has a valid leasehold interest in, all of the real and personal assets of the Business. All tangible assets and properties are in good operating condition and repair and are usable in the ordinary course of the business, consistent with past practice and conform to applicable laws relating to their construction, use and operation. The assets listed are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing. Except as disclosed on Schedule 4.10(b). all assets are free and clear of all Encumbrances other than Permitted Exceptions.

4.11 Contracts and Commitments. A complete and accurate list of all written or oral contracts, agreements and commitments of the Company and its Subsidiaries is identified on Schedule 4.11. Company has provided Buyer with complete and accurate copies of all written contracts, agreements and commitments and descriptions of all oral contracts, agreements and commitments. The Company and its Subsidiaries are not in breach of any of the foregoing, and the Company and its Subsidiaries have not waived the future enforceability of any significant rights under any such contract, agreement or commitment. The Company does not have any knowledge that any other party has terminated, canceled, or substantially modified any such contracts nor threatened to take such actions, and the Company does not have any knowledge that any other party is in default under any such contracts. Other than as disclosed in the Financial Statements, the Company and its Subsidiaries have paid in full all amounts due under leases and all other written or oral contracts, agreements and commitments.

4.12 No Other Agreements. Except as disclosed on Schedule 4.12, there is no outstanding option, right, agreement or other obligation pursuant to which any person or entity could claim a right to acquire in any way all or any part of, or interest in, the assets or stock of the Company or its Subsidiaries. No person possesses any rights which do or could commit or obligate the Company to issue additional shares of stock or other equity interests in the Company or its Subsidiaries.

4.13 Intellectual Property. Except as disclosed on Schedule 4.13, the Company is the sole owner of, or a licensee under a valid license for, all items of Intellectual Property which are used in the Business as currently conducted (the “Company IP”). Such items of Company IP that are registrations or applications are listed on Schedule 4.13, and Schedule 4.13 also indicates those items of Company IP that are owned by, and those items licensed to, the Company. Except as disclosed on Schedule 4.13, (a) the Company, and the Business are not in default (nor with the giving of notice or lapse of time or both would be in default) under any license or other grant to or from third parties to use any Company IP; (b) to the best of Company’s knowledge, such Company IP is not being infringed by any third party; (c) there arc no claims pending or, to the best of Company’s knowledge, threatened, that (i) the Business is in violation of, infringing

15.

upon, or in conflict with any such Intellectual Property rights of any third party, (including any claim that the Company, or the Business must license or refrain from using any intellectual property rights of third parties) or (ii) challenging the validity, enforceability, or ownership of any Company IP, and (d) the Company and the Business have taken all reasonable action to maintain and preserve the Company IP, including without limitation making all filings and all payments or all maintenance and similar fees for any Company IP listed on Schedule 4.13, and obtaining valid and effective assignments from employees, former employees (or persons they currently intend to hire), independent contractors and former independent contractors (collectively, the “Inventors”) of all such Inventors’ rights in any Company IP developed by such Inventors. The Company owns or possesses adequate licenses or other valid rights to use all items of Intellectual Property utilized in the conduct of the Business in accordance with past practice, free and clear of all liens except Permitted Exceptions.

4.14 Permits. The Company and its Subsidiaries have and are in compliance with all necessary permits, licenses, registrations, orders, authorizations and approvals of applicable government authorities to operate the Business, including those required under any Environmental Law (collectively, the “Permits”) and there is no proceeding pending or, to Company’s knowledge, threatened to revoke or limit any Permit and with respect to renewal of any Permit. The Company and its Subsidiaries have made, in a timely manner, all filings, reports, notices and other communications with the appropriate governmental body, and have otherwise taken, in a timely manner, all other actions, known or anticipated to be required to be taken by the Company, reasonably necessary to secure the renewal of the Permits prior to the date of their respective expirations. A complete and accurate list of all Permits is set forth on Schedule 4.14.

4.15 Compliance with Laws. Except as disclosed on Schedule 4.15 the Business and operations are being and have been conducted in compliance with all applicable laws, rules, regulations, or ordinances, including workers’ compensation statutes, and all applicable orders, rules, writs, judgments, injunctions, and decrees. The Company and its Subsidiaries have not received any notice of investigation or request for information or any notice alleging any violation of any applicable laws, rules, regulations, orders, ordinances, writs, judgments, injunctions, decrees, awards of any court or any governmental instrumentality. The Company has made available to the Buyer copies of all reports, if any, of the Company with respect to the Company required under the Federal Occupational Safety and Health Act of 1970, as amended, and under all other applicable health and safety regulations. The deficiencies, if any, noted on such reports have been corrected by the Company.

4.16 Litigation and Claims. Except as disclosed on Schedule 4.16, there are no civil, criminal or administrative legal actions, suits, hearings, proceedings, written notices of violation, demands, claims, investigations, arbitrations or other legal administrative or governmental proceedings pending or threatened against the Company, its Subsidiaries, or the Business, and the Company does not know or has any reasonable grounds to know of any basis for the same. No judgment, decree, injunction, rule or order of any governmental entity or arbitrator is outstanding against the Company, its Subsidiaries, or the Business.

16.

4.17 Books and Records. All books of account and other financial records of the Company and its Subsidiaries are complete and correct in all material respects and have been made available to Buyer. All of the books of account and other financial records have been prepared and maintained in accordance with good business practice and, where applicable, in conformity with GAAP and in compliance with applicable laws. The books of account, minute books, stock certificate books and stock transfer ledgers of the Company and its Subsidiaries are complete and correct, and there have been no transactions involving the Company and/or its Subsidiaries which are required to have been set forth therein and which have not been so set forth.

4.18 Labor Matters. Schedule 4.18 sets forth a true and correct list of the name, present position and compensation of the employees employed by the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, and there has been no attempt to organize the Company’s or its Subsidiaries’ employees since inception of the Company. There are no strikes or other labor disturbances pending or threatened involving employees of the Company or its Subsidiaries. No question concerning representation (as such term is used in the context of proceedings before the National Labor Relations Board) exists respecting the employees of the Company or its Subsidiaries. No grievance nor any arbitration proceeding arising out of or under any collective bargaining agreement of the Company or its Subsidiaries is pending or threatened. Neither the Company nor its Subsidiaries has since its inception experienced a work stoppage by its employees which work stoppage caused a significant interruption of normal operations. The Company and its Subsidiaries are in compliance with all applicable federal, state and local laws with respect to discrimination, hours worked by, working conditions of, and payments made to or on behalf of, their respective employees.

4.19 Employee Benefit Plans.

(a) Schedule 4.19(a) is a true and complete list of each employee benefit plan, program or practice, whether or not subject to ERISA, and including all fringe benefits, programs and practices, and any commitment with respect to which the Company or its Subsidiaries has any liability or obligation (an “Employee Arrangement”) relating to employees or their beneficiaries. The Company has provided to Buyer copies of: (i) each employee benefit plan (ii) Employee Arrangement; (iii) summary plan descriptions; (iv) summary of material modifications; (v) other employee communications applicable to any such plan or arrangement; and (vi) Form 5500’s since its inception. Except as specifically provided in this Agreement, neither the Company nor any of its Subsidiaries has taken any action that may result in Buyer being a party to, or bound by, any ERISA plan or Employee Arrangement, and Buyer shall have no liability arising out of or relating to any ERISA plan or Employee Arrangement following the consummation of the transactions contemplated hereby. No ERISA plan or Employee Arrangement has provided for the payment of retiree benefits, other than benefits payable pursuant to employees’ 401(k) plans.

(b) The Company and its Subsidiaries have not incurred (i) any obligation to make any contribution to any “multi-employer plan” as defined in Section 4001 (a) (3) of ERISA or (ii) any withdrawal liability from any multi-employer plan under Section 4201 of ERISA. The

17.

Employee Arrangements intended to qualify under Section 401(a) of the Code so qualify and the trusts maintained pursuant thereto are exempt from federal income taxation under Section 501(a) of the Code, and nothing has occurred with respect to the operation of the Employee Arrangements which could cause the loss of such qualification or exemption or the imposition of any material liability, penalty, or tax under ERISA or the Code. The Company and its Subsidiaries, and each of the Employee Arrangements are in compliance in all material respects with the applicable provisions of ERISA and other applicable laws. There is no material violation of ERISA with respect to the filing of any applicable reports, documents, and notices regarding the Employee Arrangements with the Secretary of Labor, the Secretary of the Treasury or any other governmental agency, or the furnishing of such documents to the participants or beneficiaries of the Employee Arrangements. All contributions required by law to any Employee Arrangement have been made by the Company without regard to any waivers granted under Section 412 of the Code, and there are no accumulated funding deficiencies with respect to any of the plans subject to Section 412 of the Code. All unpaid contributions to all payments due under the Employee Arrangements (except those to be made from a trust qualified under Section 401(a) of the Code) have been properly accrued and reflected on the Balance Sheet or are disclosed on Schedule 4.19(b). There are no pending actions, claims or lawsuits which have been asserted or instituted against any of the Employee Arrangements, the assets of any of the trusts or funds under any of such plans or the plan sponsor or the plan administrator of such plans, or against any fiduciary (as defined in Section 3(21) of ERISA) of the Employee Arrangements with respect to the operation or administration of such Employee Arrangements (other than routine benefit claims), nor does the Company have knowledge of facts which could form the basis for any such action, claim or lawsuit which could lead to a material claim against Buyer. There are no pending investigations by any governmental agency involving the Employee Arrangements.

4.20 Finder. The Company and its Subsidiaries has not taken any action that would give any person or entity a right to a finder’s fee or any type of brokerage commission relating to the transactions contemplated by this Agreement.

4.21 Related Party Transactions. Except as set forth on Schedule 4.21, neither the Company, its Subsidiaries, nor any of its officers, directors, employees, current or former owners, family members of any current or former owners, Affiliates, or other related party (“Related Parties”), has been involved in any business transactions, agreements, contracts, or other arrangements for the sale of products or services with Company since its inception. Except as set forth on Schedule 4.21, none of the Related Parties has any claim of any nature against the Company or its Subsidiaries, and the Company and its Subsidiaries have no claim of any nature against any of the Related Parties. Except as set forth on Schedule 4.21, none of the Related Parties directly or indirectly owns or is engaged in any business that competes directly or indirectly with the Company or its Subsidiaries. Except pursuant to the employment agreements or employment relationships disclosed on Schedule 4.19(a)(a) none of the Related Parties will at any time after the Closing for any reason, directly or indirectly be or become entitled to receive any payment or transfer of money or other property of any kind from the Company or its Subsidiaries with respect to facts, circumstances or events existing or occurring on or before the Closing, and (b) the Company and its Subsidiaries will not at any time after the Closing for any

18.

reason, directly or indirectly, be or become subject to any obligation to any of the Related Parties with respect to facts, circumstances or events existing or occurring on or before the Closing.

4.22 Debt: Letter of Credit; Powers of Attorney; Guarantees. Except as disclosed on Schedule 4.22, the Company and its Subsidiaries have no outstanding debt, lines of credit, letters of credit, powers of attorney or guarantees and no Person holds a power of attorney to act on behalf of the Company.

4.23 Tax Returns. Except as disclosed on Schedule 4.23, all Tax Returns of the Company and its Subsidiaries required by law to have been filed have been duly and properly filed for all periods ending on or before the Closing Date, and all Taxes, assessments, fees and other governmental charges which have become due and payable for all periods ending on or before the Closing Date have been paid in full. All such Tax Returns were correct and complete. The Company and its Subsidiaries have withheld and remitted all amounts required to be withheld and have paid such amounts due to the appropriate authority on a timely basis. No extension of time within which to file any Return has been requested. There is no investigation or other proceeding pending, threatened or expected to be commenced by any taxing authority for any jurisdiction in which the Company does not file Tax Returns that may lead to an assertion that the Company or its Subsidiaries is or may be subject to a Tax liability in such jurisdiction.

4.24 Tax Liens. Except as disclosed on Schedule 4.24, there are no liens for Taxes (other than for current Taxes not yet due and payable) upon the assets of the Company or its Subsidiaries.

4.25 Environmental Matters.

(a) The Company and its Subsidiaries have not received any notice relating to the Business or the leased real property alleging any violation of any Environmental Law, any Environmental Condition or any request for information pursuant to any Environmental Law.

(b) Except as disclosed on Schedule 4.15, to the best knowledge of the Company , the Company and its Subsidiaries are and have been in compliance with all applicable Environmental Laws, there are no Environmental Conditions relating to the leased real property, and the Company and its Subsidiaries have no liability with respect to Environmental Conditions at any other site.

(c) Schedule 4.25(c) identifies all environmental studies which the Company has with respect to the leased real property, and true and complete copies of such studies have been delivered to Buyer.

(d) The Company and its Subsidiaries have not been notified that they have been named as a Potentially Responsible Party at a site listed on the National Priorities List (“NPL”), and/or that they transported or disposed of Hazardous Substances at a site listed on the NPL.

19.

4.26 List of Locations; Real Property. Schedule 4.26 sets forth a complete and accurate list of each location where the Company and its Subsidiaries leases real property or equipment or where inventory or other assets are located and such Schedule identifies the lease and the parties to the lease. Neither the Company nor any of its Subsidiaries owns, nor have they ever Owned, real property. Any lease of real property by the Company and its Subsidiaries is in full force and effect, and Company and its Subsidiaries hold a valid and existing leasehold interest under any such lease. Buyer either has been supplied with, or has been given access to, complete and accurate copies of each of the leases and none of the leases have been modified in any respect. Company is not in default under any such lease, and to the best of Company’s knowledge, none of the landlords or lessors are in default in any material respect thereunder. To the best of Company’s knowledge, except to the extent set forth on Schedule 4.26, none of the leased real property or any current use thereof violates any applicable building, zoning or other land-use Law. Except as set forth on Schedule 4.26, all leased real property can in effect be transferred to Buyer by virtue of this Agreement and used in substantially the same manner after the Closing as before the Closing. Except as set forth on Schedule 4.26, the transactions contemplated by this Agreement do not require the consent of any other party to any lease and will not result in a breach of or default under any such lease.

4.27 No Significant Items Excluded. There are no assets or properties of the Company, its Subsidiaries, or its Related Parties, or agreements, contracts or commitments to which the Company, its Subsidiaries, or a Related Party is a party that are of significant importance to the ongoing operation of the Business which have not been included in this transaction or otherwise expressly disclosed to Buyer in this Agreement or in a Schedule hereto.

4.28 Absence of Undisclosed Liabilities. The Company and its Subsidiaries have no liabilities or obligations, secured or unsecured, whether absolute, contingent or otherwise, except; (a) those liabilities and obligations set forth on the 4-30-04 Financial Statements and not heretofore paid or discharged; (b) those liabilities and obligations arising in the ordinary course of business consistent with past practice since April 30, 2004; and (c) the new $100,000 equipment leases.

4.29 Insurance. Schedule 4.29 contains a complete and correct description of all current surety bonds and policies of property and casualty insurance, including fire, general and product liability and workers’ compensation, owned, held by or issued on behalf of the Company and its Subsidiaries covering the Business or the assets of the Company and its Subsidiaries. All such policies and bonds are in full force and effect, all premiums have been paid in full, and no written notice of cancellation has been received with respect to any such insurance or surety bond. The Company and its Subsidiaries are not in default with respect to any provision contained in the policies and bonds nor have they failed to give any notice or present any material claim under the insurance policies in due and timely fashion.

4.30 Certain Payments. Since the Company’s inception, neither the Company nor any of its Subsidiaries, director, officer, agent, or employee of the Company or any of its Subsidiaries, or any other Person associated with or acting for or on behalf of the Company or its Subsidiaries, has directly or indirectly (a) made any contribution, gift, bribe, rebate, payoff, influence payment,

20.

kickback, or other payment to any Person, private or public, regardless of form, whether in money, property, or services (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or for special concessions already obtained, for or in respect of the Company or its Subsidiaries, or (iv) in violation of any applicable legal requirements, or (b) established or maintained any fund or asset that has not been recorded in the books and records of the Company.

4.31 Completeness and Accuracy. All information set forth on any Schedule hereto is true, correct and complete. No representation or warranty of the Company contained in this Agreement contains any untrue statement of material fact, or omits to state any material fact necessary to make the statement made therein not misleading; there is no known fact, development or threatened development that the Company has not disclosed to Buyer that materially adversely affects or may so affect the Business or the assets of the Company and its Subsidiaries.

4.32 Disclosure. None of the representations or warranties of the Company contained in this Article IV and none of the information contained in the Schedules referred to in Article IV is false or misleading in any material respect or omits to state a fact necessary to make the statements in this Article IV or in the Schedules to Article IV not misleading in any material respect. It is the explicit intent of the parties that the Company is not making any representation or warranty whatsoever, express or implied, other than those contained in this Article IV.

4.33 Subsidiaries. Except as set forth on Schedule 4.33, the Company has no subsidiaries.

4.34 Inventory. The Company’s inventories are saleable and usable in the ordinary course of business.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to the Company as follows:

5.1 Organization, Good Standing and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Kentucky, and has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it.

5.2 Authorization of Agreement and Enforceability. Buyer has taken all necessary corporate action to authorize the execution and delivery of this Agreement and the Ancillary Agreements, the performance by it of all terms and conditions to be performed by it, and the consummation of the transactions contemplated hereby and thereby. This Agreement and the

21.

Ancillary Agreements to which Buyer is a party are the legal, valid and binding obligations of the Buyer enforceable against Bayer in accordance with their terms.

5.3 No Violation. The execution, delivery and performance by Buyer of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby do not, in the case of this Agreement, and will not, in the case of this Agreement and the Ancillary Agreements, (with or without the giving of notice or the lapse of time, or both) result in (a) a violation of any provision of the bylaws or articles of incorporation of the Buyer; (b) a violation of any applicable law, statute, rule, regulation, judicial or administrative order, award, judgment or decree; or (c) a breach of, or a default under, any term or provision of any contract, agreement, or instrument to which Buyer is a party.

5.4 Governmental Consents. No consent, approval or authorization of, or declaration, filing or registration with, any United States governmental or regulatory authority is required to be made or obtained by Buyer in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby.

ARTICLE VI

COVENANTS PENDING CLOSING

6.1 Covenants of the Company. The Company, as indicated, hereby agree to do or refrain from doing the following, as applicable, from and after the date hereof to and including the Closing Date:

(a) Ordinary Course. The Company shall conduct its Business and the business of its Subsidiaries in the ordinary course and shall make all reasonable efforts to maintain intact its business and its relationships with employees, suppliers, customers and others.

(b) No Amendments. No change or amendment shall be made in the articles of incorporation or bylaws of the Company or its Subsidiaries.

(c) No Capital Changes. The Company and its Subsidiaries shall not issue or sell, or grant options, warrants or rights to purchase or to subscribe to, or enter into any arrangement or contract with respect to the issuance or sale of, any of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock, or make any changes in its capital stock.

(d) Dividends and Distributions. The Company and its Subsidiaries shall not declare, pay or set aside for payment any dividend or other distribution in respect of its capital stock, or redeem, purchase or otherwise acquire any shares of its capital stock.

(e) Forbearance by the Company. Except for performance of its obligations under contracts or other instruments or documents listed in any Schedule hereto in the ordinary course of business (or any similar contracts or other instruments or documents not

22.

required to be disclosed therein), without the prior written consent of Buyer, neither the Company or its Subsidiaries shall:

(i) incur any obligation or liability, direct or indirect, absolute or contingent, other than liabilities incurred in the ordinary course of business and not otherwise prohibited by this Agreement, or pay any obligation or liability of any kind other than current liabilities and long-term debt as it becomes due in accordance with its terms;

(ii) incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise become responsible for the obligations of any other individual, firm or corporation, or make any loans or advances to any individual, firm or corporation;

(iii) mortgage, pledge or otherwise encumber or in any way subject to encumbrance any of its properties or assets, except for purchase money security interests incurred in the ordinary course of business;

(iv) sell or transfer any of its properties or assets (except for sales of inventory in the ordinary course of business) or cancel, release or assign any indebtedness owed to it or any claims held by it;

(v) make any investment of a capital nature either by: (i) purchase of stock or securities, contributions to capital, property transfers or otherwise or (ii) purchase of any property or assets of any other individual, firm or corporation;

(vi) enter into or terminate any material contract (other than in the ordinary course of business and then only for commitments not in excess of $20,000 in the aggregate, or make any material amendment or change thereto;

(vii) (A) increase, or agree to increase, the compensation payable or to become payable by it, (B) pay or agree to pay any bonuses, (C) make or agree to make any severance or termination arrangement, or (D) pay or agree to pay any pension, retirement allowance or benefit not required by any existing plan or agreement or commit itself to any pension, retirement or profit-sharing plan or agreement or any employment agreement; to or with any of its officers, directors or employees, over the rate being paid to them or accrued for at December 31, 2003;

(viii) enter into or amend any employment agreement or savings, retirement, pension or other benefit plan, except as required by law;

23.

(ix) disclose any proprietary information other than as covered by confidentiality agreements;

(x) make, or agree to make, any changes in its accounting methods or practices; or

(xi) enter into any agreement to do any of the things described in clauses (i) through (x) above.

(f) Access. The Company and its Subsidiaries shall afford Buyer and its employees, attorneys, accountants, consultants and other authorized representatives a full opportunity (at Buyer’s expense during regular business hours and subject to reasonable constraints to protect health and safety and minimize business disruption) to examine the books, records and assets of the Company and its Subsidiaries; to conduct (or have conducted) environmental audits of the properties of the Company and its Subsidiaries; and to meet with the employees of the Company and its Subsidiaries, all so that Buyer may complete its due diligence investigation.

(g) Satisfaction of Conditions. The Company will in good faith take all such action as may be reasonably necessary or appropriate to cause all of the conditions set forth in Article VII hereof, as applicable, to be satisfied on or before the Closing Date to the extent that the satisfaction of such conditions is reasonably within the control of the Company.

(h) Consents. The Company shall use its best efforts and make every good faith attempt (and Buyer shall cooperate with the Company) to obtain all consents by third parties that are required for the transactions contemplated hereby or that are required for the consummation of the transactions contemplated hereby, or that are required in order to prevent a breach of or default under or termination of any material contract.

(i) Exclusivity. Neither the Company, nor any of the Company’s officers, directors, Affiliates or other authorized agents will, directly or indirectly, encourage, solicit, initiate, conduct, engage in or continue discussions or negotiations with, or provide any information to, any other entity or person interested in acquiring, or arranging for the purchase or sale of, the outstanding shares of the Company or any of its assets (other than sales of inventory in the ordinary course of business). The Company agrees to disclose to Buyer the existence of any unsolicited proposals received after the date hereof relating to the foregoing transactions and the content thereof as soon as practicable after they take place.

24.

ARTICLE VII

CONDITIONS PRECEDENT TO COMPANY’S OBLIGATIONS

The obligations of the Company hereunder are subject, in the discretion of the Company, to the satisfaction, on or prior to the Closing Date, of each of the following conditions:

7.1 Representations and Warranties. All representations and warranties of Buyer contained in this Agreement shall have been true when made and shall be true in all material respects at and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date.

7.2 Performance. Buyer shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants and conditions required hereby to be performed or complied with by it at or prior to the Closing Date.

7.3 Actions and Proceedings. All corporate actions, proceedings, instruments and documents required to carry out the transaction contemplated by this Agreement or incidental thereto and all other related legal matters shall be reasonably satisfactory to counsel for the Company, and such counsel shall have been furnished with copies of such corporate actions and proceedings and such other instruments and documents as it shall have reasonably requested.

7.4 Consents. Any third party consents, approvals or authorizations necessary and required by Buyer for the transactions contemplated hereby shall have been obtained by Buyer.

7.5 Litigation. No suit, action, investigation, inquiry or other proceeding by any person or other entity (other than the Company or shareholders of the Company) shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby.

7.6 ASC Loan. At Closing, Buyer shall cause ASC to issue to the Company an intercompany line of credit (the “ASC Loan”) pursuant to the terms and conditions set forth in the revolving loan agreement, which shall be in the form attached hereto as Exhibit D (the “ASC Loan Agreement”) and which shall be used at Closing to pay off the Company’s Enterprise Bank line of credit.

7.7 Opinion of Counsel. Company shall have received the favorable opinion of Marilyn Z. Fayock, counsel for Buyer, reasonably satisfactory to the Company and its counsel as to the matters set forth in Sections 5.1, 5.2, 5.3 and 5.4 hereof.

ARTICLE VIII

CONDITIONS PRECEDENT TO BUYER’S OBLIGATIONS

The obligations of Buyer hereunder are subject, in the discretion of Buyer, to the satisfaction, on or prior to the Closing Date, of each of the following conditions:

8.1 Representations and Warranties. All representations and warranties of the Company contained in this Agreement shall have been true when made and shall be true in all material respects at and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date.

25.

8.2 Performance. The Company shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants and conditions required hereby to be performed or complied with by them at or prior to the Closing Date.

8.3 Actions and Proceedings. All corporate actions, proceedings, instruments and documents required to carry out the transactions contemplated by this Agreement or incidental thereto and all other related legal matters shall be reasonably satisfactory to counsel for Buyer, and such counsel shall have been furnished with copies of such corporate actions and proceedings and such other instruments and documents as it shall have reasonably requested.

8.4 Consents. Any third party consents, approvals or authorizations necessary required by Company for the transactions contemplated hereby shall have been obtained by the Company without cost to Buyer.

8.5 Litigation. No suit, action, investigation, inquiry or other proceeding by any person or other entity (other than Buyer) shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby or if successfully asserted may otherwise have a material adverse effect on the conduct of the business or impose any additional material financial obligation on, or require the surrender of any material right by, Buyer.

8.6 No Material Adverse Change. From December 31, 2003 through the Closing Date, there shall have been no material adverse change, regardless of insurance coverage, in the Business or any of the assets, results of operations, liabilities, prospects or condition, financial or otherwise, of the Company and its Subsidiaries.

8.7 Protections. There shall have been no material adverse change in the Projections or the basis for such Projections. For purposes of this Section 8.7, the Projections shall be deemed to apply to the twelve-calendar month period for Year 1 and Year 2, respectively, rather than to calendar year 2004 and 2005.

8.8 Operation in Ordinary Course. From April 14, 2004 through the Closing Date, the Company shall have operated the Business in the ordinary course of business. From December 31, 2003 through the Closing Date, no dividends or other distributions of the assets of the Company shall have been made to the shareholders of the Company or declared except for (i) salaries, payable in the ordinary course of business or (ii) as disclosed on Schedule 8.8.

8.9 Debt; Encumbrances.

(a) All debt owed to the Company or its Subsidiaries by the Company’s or its Subsidiaries’ officers, directors and /or shareholders of the Company prior to Closing, if any,

26.

shall have been paid, and Company shall have presented to Buyer such documentation reasonably required by Buyer as evidence of such payment.

(b) Evidence of the removal or release of any Encumbrances affecting the Company or its Subsidiaries or any of their respective assets shall have been delivered to Buyer.

8.10 Employment Agreement. The Company shall have entered into (i) a two-year employment agreement with MAG and William R. Freeman, III and (ii) retain the Patrick J. Bradley and James Alley’s pre-existing employment agreement with the Company (each, an “Employment Agreement”, and collectively, the “Employment Agreements”). The terms of the Employment Agreements must be satisfactory to Buyer, Company and each employee who is subject to the Employment Agreement.

8.11 Non-Management Shares. DCS Family Investments, controlled by MAG shall have acquired all outstanding and issued capital stock of the Company owned of record by the Company’s Non-Management Shareholders.

8.12 The MAG Loan. MAG shall have caused DCS Real Estate, L.L.C., a Missouri limited liability company and a wholly-owned entity by MAG (“DCS Real Estate”) to execute and deliver an amendment to DCS Real Estate’s pre-existing $500,000 loan to the Company (the “MAG Loan”), providing that the MAG Loan will be subordinate to the ASC Loan and will bear interest at the same rate as the ASC Loan, and will contain such terms and conditions as are customary in transactions of this type and are reasonably acceptable to the parties.

8.13 Budget and Capital Expenditures. The Company and Buyer shall have agreed to the operating and capital expenditures and related budgets for Year 1 and Year 2, as attached on Schedule 8.13 (see Schedule 4.8).

8.14 Opinion of Counsel. Buyer shall have received the favorable opinion of Summers, Compton, Wells & Hamburg, P.C., counsel for the Company, reasonably satisfactory to Buyer and its counsel as to the matters set forth in Sections 4.1, 4.2, 4.3, 4.4 and 4.5.

ARTICLE IX

ADDITIONAL COVENANTS

9.1 Assurances. On and after the Closing Date, the parties will take all appropriate action and execute all documents, instruments or conveyances of any kind, which may reasonably be necessary or advisable to carry out any of the provisions hereof.

9.2 Confidentiality. Buyer shall continue to be bound by the terms of the Confidentiality Agreement dated August 7, 2003 among the Company, Buyer, MAG, William R. Freeman and Bill Crowley, in accordance with the terms of such agreement. Each other party to this Agreement agrees that such party will keep confidential and will not, directly or indirectly, disclose, divulge or use for any purpose, any trade secrets, any confidential information, whether written or oral, of the Company and Buyer that is not generally known to the public, any

27.

information, whether written or oral, relating to the business or activities of, or belonging to, controlled or possessed by the Company and Buyer, and any information, whether written or oral, that the Company, MAG, and Buyer have received from each other in the preparation, negotiation, execution and implementation of this Agreement and all Ancillary Agreements (“Confidential Information”), unless such Confidential Information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 9.2), (b) was or is lawfully obtained by the receiving party from other sources without a breach of any obligation of confidentiality such other source may have to the Company or Buyer; and (c) is required by law, governmental or court orders or stock exchange regulations; provided, however, that a party may disclose Confidential Information to (i) its attorneys, consultants and other professionals to the extent necessary to obtain such third party’s services in connection with consummating the transactions contemplated in this Agreement and the Ancillary Agreements as long as such third party agrees to be bound by the provisions of this Section 9.2; (ii) to any prospective investor of any of the shares of the Company pursuant to the Amended and Restated Shareholders’ Agreement as long as such prospective investor agrees to be bound by the provisions of this Section 9.2, or (iii) to any Affiliate or wholly owned subsidiary of such party in the ordinary course of business.

9.3 Debt. At Closing, the Company agrees to use the ASC Loan to pay off and discharge Company’s existing line of credit with Enterprise Bank.

9.4 Repayment of MAG Loan. If Company receives the Company Earn-Out Payment then Company shall repay the MAG Loan with the proceeds of such earn-out payment; provided, however, that the ASC Loan shall have been repaid in full first and the Company can legally pay the MAG Loan without obtaining additional financing. If the MAG Loan cannot be repaid by such means then the Company shall repay the MAG Loan, after repayment in full of the ASC Loan, with any excess cash flow of the Company that becomes available or as otherwise provided in the Amended and Restated Shareholders’ Agreement or the MAG Loan.

9.5 Net Working Capital and Debt.

(a) The Company acknowledges that the amount of the Purchase Price is based on the assumptions that (i) at Closing, the amount of Net Working Capital (“Closing Date Net Working Capital”) will not be less (within a 5% tolerance) than the amount of Net Working Capital set forth in the Projections (“Projected Net Working Capital”) for the month-end corresponding to, or if the Closing Date does not occur at month-end, nearest to, the Closing Date; and (ii) at Closing, the total amounts of “LONG TERM DEBT’, “CURRENT MATURITIES OF LT DEBT’ and “LINE OF CREDIT’, respectively (each, a “Closing Date Debt Amount”). will not exceed the corresponding amount for each of those items as set forth in the Projections (each, a “Projected Debt Amount”) for the month-end corresponding to, or if the Closing Date does not occur at month-end, nearest to, the Closing Date; provided, that “CURRENT MATURITIES OF LT DEBT” may exceed such corresponding amount by up to $50,000 so long as Net Working Capital falls within the parameters set forth in the preceding clause (i). To the extent that (A) Closing Date Net Working Capital is less (by more than 5%) than

28.

Projected Net Working Capital or (B) any Closing Date Debt Amount exceeds the corresponding Projected Debt Amount, then the Company shall pay 51% of the amount of the shortfall in the case of clause (x) or excess in the case of clause (y), to Buyer, provided that the Company shall make such payments when the Company can legally pay the shortfall without obtaining additional financing.

(b) Within 30 days following the Closing Date, the Company will prepare and submit to Buyer a statement of calculation of Closing Date Net Working Capital and each Closing Date Debt Amount (the “Closing Date Statement”) certified by the Chief Financial Officer of the Company as true and correct in all material respects and calculated in accordance with generally accepted accounting principles, consistent with the financial statements of the Company in prior periods. Within 60 days following delivery of the Closing Date Statement, Buyer will notify the Company of any objections to the calculations, and the parties will reach agreement with regard to Buyer’s objections. During such 60 day period (the “Dispute Period”), during regular business hours and with prior notice, the Company will provide to Buyer, its Affiliates and its independent public accountants access to the financial books and records of the Company (including work papers and all relevant personnel) as may reasonably be required for preparation of any objections and to confirm compliance with this Section 9.5, including without limitation proper calculation of Closing Date Net Working Capital and each Closing Date Debt Amount. Disputes with respect to the Closing Date Statement (a “Dispute”) shall be resolved as follows:

(i) If Buyer and the Company are unable to resolve any Dispute within the Negotiating Period, the parties shall engage within five days following the end of the Negotiating Period a nationally recognized certified public accounting firm mutually acceptable to Buyer and MAG, who is not rendering (and during the preceding two-year period has not rendered) audit services in North America to either the Company, shareholders of the Company or Buyer, or their respective Affiliates, to serve as arbitrator (the “Arbitrating Accountant”) to settle such Dispute. In connection with the resolution of any Dispute, the Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitrator. The arbitration before the Arbitrating Accountant shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association. The Arbitrating Accountant’s award with respect to any Dispute shall be final and binding upon the parties hereto, and judgment may be entered on the award. The Company shall pay the fees and expenses of the Arbitrating Accountant with respect to any Dispute if the Dispute is resolved entirely in favor of Buyer. The Buyer shall pay the fees and expenses of the Arbitrating Accountant with respect to any Dispute if the Dispute is resolved entirely in favor of the Company. In all other cases, each of the Buyer and the Company will pay one-half of such fees and expenses.

(ii) Within 5 business days after the Closing Date Statement has been agreed upon pursuant to subsection 9.5(b) or any Dispute has been resolved

29.

pursuant to subsection 9.5(b)(i), the Company shall pay to Buyer an amount equal to 51% of the amount of the shortfall (in the case of Closing Date Net Working Capital) or excess (in the case of Closing Date Debt Amounts), if any.

ARTICLE X

INDEMNIFICATION; SURVIVAL AND LIMITATIONS

10.1 Indemnification by the Company and MAG. The Company and MAG, personally and not as officer or director of the Company, shall subject to the limitations set forth in Sections 10.3, 10.4 and 10.5, jointly and severally, indemnify and hold Buyer and its officers, directors, employees, agents, and Affiliates (the “Bayer Indemnitees”) harmless from any and all claims, liabilities, losses, damages, costs and expenses, interest, penalties and charges, including reasonable counsel fees and disbursements (“Losses”) associated with the investigation, contest, defense or settlement of any such Losses arising out of or related to: (i) any breach of any of the representations or warranties made by the Company in this Agreement; (ii) any default by the Company in respect of any of the covenants or agreements made by the Company in this Agreement; (iii) the operations of the Company or its Subsidiaries or Business on or prior to the Closing Date and events occurring on or prior to the Closing Date; (iv) Pre-Existing Liabilities (including, without limitation, any claim by a Non-Management Shareholder against the Company); (v) Liabilities for Tax; and (vi) liabilities of the Company arising under the indemnification provision in Pat Bradley’s employment letter agreement with the Company, dated June 6, 2003 concerning an event that occurred or existed prior to the Closing Date. In the event that the Buyer Indemnitees have a claim for indemnification under this Section but are precluded from obtaining payment of such claim from MAG due to the limitation contained in Section 10.4(b)(i), Buyer Indemnitees may submit such claim to the Company and thereafter, in Buyer Indemnitees’ sole discretion, apply amounts that otherwise would be payable to MAG under this Agreement or the Amended and Restated Shareholders’ Agreement (including, without limitation, Sections 5, 7, 8, 9 and 10 thereof) to purchase her shares in the Company to reimburse the Company for indemnification payments the Company has made to the Buyer Indemnitees. For avoidance of doubt, the Buyer Indemnitees shall not be entitled to a double recovery with respect to its claims for indemnification pursuant to this Agreement. MAG shall not be entitled to seek contribution from the Company with regard to her indemnification obligations under this Agreement. The indemnification obligation of MAG under this Section shall extend to her Affiliate, DCS Family Investments or any successor or Permitted Transferee (as defined in the Amended and Restated Shareholders’ Agreement) of such Affiliate. In the event that MAG’s estate receives proceeds for MAG’s shares in the Company pursuant to this Agreement or the Amended and Restated Shareholders’ Agreement from the Company, SGS or any other shareholder of the Company, or an amount is payable by SGS to MAG’s estate for MAG’s shares in the Company, MAG’s estate shall succeed to MAG’s indemnification obligation under this Section. MAG with respect to her obligations pursuant to this Section 10.1 has no right to seek any contribution from or under (i) any Directors & Officers Liability Insurance for the Company or any Company insurance, (ii) any indemnification provision contained in the Company’s by-laws, articles of incorporation or any other document, or (iii) at law.

30.

For purposes of this Agreement, the following terms will have the following meanings:

“Pre-existing Liabilities” shall mean all liabilities of the Company and its Subsidiaries, known or unknown, actual or contingent, asserted or unasserted, based on or arising out of circumstances or events occurring on or before the Closing Date, except (i) liabilities reflected (and then only to the extent actually reflected or reserved against) in the 4-30-04 Financial Statements or (ii) liabilities arising in the ordinary course of business (and not in breach of any of the provisions of this Agreement) after the date of the 4-30-04 Financial Statements.

“Liability for Tax” shall mean any liability for Tax imposed against or upon the Company or its Subsidiaries or any of the Company’s or its Subsidiaries’ assets, which has arisen or arises in the future as a result of or in respect of or relating to any act, transaction, omission or event occurring or deemed to occur on or before the Closing Date, or in respect of income, profits, or gains earned, accrued or received on or before the Closing Date, including, without limitation, liabilities arising from: (i) the failure by the Company or its Subsidiaries to make a payment in respect of any Tax; (ii) the failure by the Company or its Subsidiaries to obtain or the loss by it of the benefit or repayment of any credit for Tax which has been taken into account by it; (iii) the denial to the Company or its Subsidiaries by a taxing authority of any Tax relief, allowance or credit in respect of any Tax, any deduction in computing income, profits or gains for the purposes of any Tax, and/or any right to repayment of Tax; and (iv) any liability to repay the whole or any part of any payment received or receivable by the Company or its Subsidiaries in respect of any Tax refunded to the Company or its Subsidiaries.

10.2 Indemnification by Buyer. Buyer shall indemnify and hold MAG and the Company (the “Seller Indemnitees”) harmless from any Losses associated with the investigation, contest, defense or settlement of any such Losses arising out of or related to: (i) any breach of any of the representations or warranties made by Buyer in this Agreement; and (ii) any default by Buyer in respect of any of the covenants or agreements made by Buyer in this Agreement.

10.3 Survival of Representations and Warranties. Each of the representations and warranties contained in Articles IV and V will survive the Closing and remain in full force until the second anniversary of the Closing Date; provided, however, that (i) the representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.10, 5.1, and 5.2, will survive the Closing and remain in full force and effect until the expiration of the applicable statute of limitations, (ii) the representations and warranties set forth in Sections 4.23 and 4.24 will survive until 90 days after expiration of the applicable statute of limitations plus any extensions thereof; and (iii) the representations and warranties set forth in Section 4.25 will survive until the fifth anniversary of the Closing Date.

10.4 Limitation of Liability.

(a) Neither the Buyer Indemnitees, on the one hand, or the Seller Indemnitees, on the other, shall be entitled to indemnification pursuant to Section 10.1 or 10.2, as

31.

applicable, until the aggregate amount of such Losses suffered by Buyer Indemnitees or the Seller Indemnitees, as applicable exceeds $20,000, and then only to the extent of such excess. Notwithstanding the foregoing, the limitation of liability set forth in this Section 10.4 shall not be applicable to Losses suffered by Buyer Indemnitees’ or Seller’s Indemnitees’ resulting from fraud or intentional misrepresentation by the Company or MAG, on the one hand, and SGS, on the other hand.

(b) The aggregate liability of MAG in connection with her indemnification obligations under Section 10.1: (i) shall be limited to amounts paid or payable to her by Buyer under this Agreement or the Amended and Restated Shareholders’ Agreement (including, without limitation, Sections 5, 7, 8, 9 and 10 thereof) to purchase her shares in the Company and (ii) shall in no event exceed the sum of $2,000,000. Notwithstanding the foregoing, the limitation of liability set forth in this Section 10.4 shall not be applicable to Losses suffered by Buyer Indemnitees’ resulting from fraud or intentional misrepresentation by the Company or MAG.

(c) The aggregate liability of MAG and the Company together shall not exceed the sum of $2,000,000. Notwithstanding the foregoing, the limitation of liability set forth in this Section 10.4 shall not be applicable to Losses suffered by Buyer Indemnitees’ resulting from fraud or intentional misrepresentation by the Company or MAG.

(d) MAG shall have no obligation to indemnify Buyer Indemnitees under Section 10.1(iii) or 10.1(iv) with respect to environmental matters, it being acknowledged that MAG’s Affiliates, DCS Real Estate and Mozaic Realty, LLC, shall indemnify the Buyer Indemnitees against such matters pursuant to separate indemnification agreements with Buyer for the premises located at 617 Front Street, San Francisco, California, 4141 North East Lakewood Way, Suite 116, Lee’s Summit, Missouri and 5257 Shaw Avenue, St. Louis, Missouri and the two lots, substantially in the form attached hereto as Exhibit E (the “Indemnification Agreements”).

10.5 Indemnification Procedure for Third Party Claims. If any party (the “Indemnified Party”) receives written notice of the commencement of any action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment against it for which indemnity may be sought under this Article IX (a “Third Party Claim”), and the Indemnified Party intends to seek indemnity pursuant to this Article IX, the Indemnified Party shall promptly provide the other party (the “Indemnifying Party”) with written notice of such Third Party Claim by notice in the manner provided in Section 11.7 hereof. The Indemnifying Party shall be entitled to participate in and, at its option and upon acknowledgment of its obligation to indemnify the Indemnified Party, assume the defense or settlement of such Third Party Claim. Such defense or settlement shall be conducted through counsel selected by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party shall not settle any Third Party Claim the defense or settlement of which is controlled by it without the Indemnified Party’s prior written consent, which approval shall not be unreasonably withheld, conditioned, or

32.

delayed. In the event that the Indemnifying Party fails to assume the defense or settlement of any Third Party Claim within twenty (20) Business Days after receipt of written notice thereof from the Indemnified Party, the Indemnified Party shall have the right to undertake the defense or settlement of such Third Party Claim at the expense and for the account of the Indemnifying Party.

ARTICLE XI

MISCELLANEOUS

11.1 Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by the Company or MAG without the prior written consent of Buyer, or by Buyer without the prior written consent of the Company.

11.2 Taxes. Except as otherwise provided herein, the Company shall pay all sales, transfer and any other similar Tax or Taxes that are applicable to all transactions contemplated herein. The Company shall be responsible for any income tax, including penalties and interest, which is applicable to the transactions contemplated herein that is imposed upon the Company by any taxing authority.

11.3 Waiver. The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

11.4 Expenses. Each party will be responsible for its own costs and expenses incurred in connection with the negotiation, preparation, execution or performance of this Agreement. Buyer shall be responsible for any finder’s fee due and owing to William Crowley.

11.5 Headings. The headings of the Articles and Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

11.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11.7 Notices. Any notice, request, demand, or other communication given under this Agreement shall be in writing and shall be deemed sufficiently given (i) upon the delivery date received by the intended recipient if delivered by hand; (ii) on the next Business Day when sent by recognized overnight courier; (iii) upon confirmation of transmission when sent by telex, cable, facsimile, telecopier or other similar electronic transmission device; or (iv) 3 days after deposit in the United States mails, certified mail, return receipt requested, postage paid, addressed to the party to whom it was sent at the address of such party set forth below or at such other address as the party shall subsequently designate to the other in writing by notice given in accordance with this Section:

To Buyer:	Southern Graphic Systems, Inc.
	626 W. Main Street, Suite 500
	Louisville, KY 40202
	Attn:	Hugh M. Williams
	Fax:	502-635-8175
To the Company:	Mozaic Group, Ltd.
	5257 Shaw Avenue, Suite 204
	St. Louis, MO 63110
	Attn:	Mary Ann Gibson, CEO
	Fax:	314-664-2689

33.

11.8 Severability. If any term, covenant condition or provision of this Agreement or the application thereof to any circumstance shall be invalid or unenforceable to any extent, the remaining terms, covenants, conditions and provisions of this Agreement shall not be affected thereby and each remaining term, covenant, condition or provision of this Agreement shall be enforceable to the fullest extent permitted by law. If any provision of this Agreement is so broad as to be unenforceable, then such provision shall be interpreted to be only as broad as is enforceable.

11.9 Legend. Each certificate representing the Shares sold pursuant to the provisions hereof will bear the following legend:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR EXEMPTION THEREFROM UNDER SAID ACT OR THE RULES AND REGULATIONS PROMULGATED THEREUNDER. THE SECURITIES REPRESENTED HEREBY ARE FURTHER RESTRICTED BY THE PROVISIONS OF THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT DATED JUNE 30, 2004, AS IT MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE IN THE OFFICES OF THE COMPANY IN THE STATE OF MISSOURI.”

11.10 Choke of Law. This Agreement shall be construed, interpreted and the rights of the parties interpreted in accordance with the laws of the State of Missouri, excluding those relating to choice or conflicts of law.

11.11 Entire Agreement; Modifications. This Agreement, together with the exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby.

11.12 Public Announcements. Except as required by law or applicable stock exchange rules, no party to this Agreement shall issue any press release or make any public statement about the transaction contemplated in this Agreement prior to obtaining the written approval of the other party.

34.

ARTICLE XII

TERMINATION

12.1 Right to Terminate. This Agreement and the transactions contemplated hereby may be terminated at any time before the Closing by prompt notice given in accordance with Section 11.7:

(a) by the mutual written consent of Buyer and the Company; or

(b) by either of Buyer, on the one hand, or the Company, on the other, if the Closing shall not have occurred at or before 11:59 p.m. on June 30, 2004.

12.2 Right to Damages. If this Agreement is terminated under Section 12.1, no party to this Agreement shall have any liability to the other parties to this Agreement; provided, that no such termination shall relieve any party that has breached any provision of this Agreement before such termination from liability for such breach, and any such breaching party shall remain fully liable for any and all Losses incurred or suffered by the other parties to this Agreement as a result of such breach. The provisions of this Section and Sections 9.2 and 11.10 shall remain in full force and effect following any termination of this Agreement under Section 12.1, and each party to this Agreement shall remain fully liable to the others for any and all Losses incurred or suffered by the other parties as a result of a breach of any such provisions that survive such termination.

12.3 Waiver. No party shall be limited to the termination right granted in Section 12.1 by reason of the non-fulfillment of any condition to such party’s closing obligations but may, in the alternative, elect to proceed to close despite the non-fulfillment of any closing condition, it being understood that consummation of the transactions contemplated hereby shall be deemed a waiver of a breach of any representation, warranty or covenant or of any party’s rights and remedies with respect thereto to the extent that the other party shall, at or before the time of Closing, receive written notice of such misrepresentation or breach and the Closing shall nonetheless occur.

[Signatures on Following Page]

35.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or have caused this Agreement to be duly executed on their respective behalf by their duty authorized representative, as of the day and year first above written.

36.

Exhibit A

Amended and Restated Shareholders’ Agreement

See Amended and Restated Shareholders’ Agreement executed June 30, 2004

as part of the Closing.

Exhibit B

Form of Releases

(signed by each of the non-management shareholders identified on Schedule 3.2 (b) who sold

their shares to DCS Family Investments, LLC, a Missouri limited liability company)

Agreement to Sell Stock and General Release

The undersigned agrees to sell 10 shares of Class A Common and 490 shares of Class B Common, which is all of the stock of Mozaic Group Ltd. owned by the undersigned, for $10,000, a price of $20 per share, to DCS Family Investments, LLC, an entity controlled by Mary Ann Gibson. The obligation of DCS Family Investments, LLC to purchase the stock is contingent on the closing of the purchase of 51% of Mozaic Group Ltd. by Southern Graphic Systems, Inc. The closing date for the Southern Graphic Systems, Inc. transaction, which will also be the closing date for the transactions described in this Agreement, will be determined later but is expected to be no later than July 31, 2004.

The purchase price will be delivered in cash on the closing date, which will be no later than July 31, 2004.

The Subordinated Note of the undersigned in the original principal amount of $50,000 will also be paid in full, including any accrued and unpaid interest, on the closing date.

The purchase price for the stock and the note repayment are directed to be wired into the bank account of the undersigned. The wire instructions are as follows:

Bank:

ABA Number:

Account Name:

Account Number: 

Reference:

As partial consideration for the transactions described above, the undersigned hereby releases DCS Family Investments, LLC and Mozaic Group Ltd. and their managers, officers, agents, or assigns of and from any and all claims, causes of action and demands of any kind, whether at law or in equity, whether known or unknown, relating directly or indirectly to the ownership and sale by the undersigned of fee stock or the Subordinated Note. This release is effective upon delivery of the full purchase price for the stock and repayment in full of the Subordinated Note.

BY:

BY:

Terms Accepted:
DCS FAMILY INVESTMENTS, LLC
BY:
	MARY ANN GIBSON, Manager

Exhibit C

Acknowledgment and Representation of Shareholder

See Acknowledgement and Representation of Shareholder executed by

each Minority Shareholder as of June 30, 2004 as part of the Closing.

Exhibit D

ASC Loan Agreement

See ASC Loan Agreement executed June 30, 2004 as part of the Closing.

EX-10.28

Exhibit 10.28

DATED                      2005

(1) OMNIPACK PLC

(2) SGS - UK LIMITED

(3) DANIEL M. BEJARANO

AGREEMENT

For the sale and purchase of the entire issued share capital of MCG Graphics Limited

Eversheds LLP

1 Callaghan Square

Cardiff

CF10 5BT

Tel +44 (0) 29 2047 1147

Fax +44 (0) 29 2046 4347

CONTENTS

		Page
Clause
1	INTERPRETATION	3
2	SALE AND PURCHASE	11
3	COMPLETION	12
4	GUARANTEES	12
5	WARRANTIES	12
6	LIMITATIONS ON CLAIMS	14
7	RESTRICTIVE COVENANTS	17
8	DEDUCTIONS AND INDEMNITIES	19
9	ANNOUNCEMENTS	20
10	INTEREST	20
11	NOTICES	21
12	ASSIGNMENT	22
13	GENERAL	22
14	GOVERNING LAW AND JURISDICTION	24
15	COUNTERPARTS	24
16	ENTIRE AGREEMENT	24
17	COSTS	24
Schedules
1	The Seller	25
2	Details of the Company	26
3	Non-Taxation Warranties	27
4	Taxation	46
	PART 2 - TAX COVENANT	51
	PART 3 - TAX WARRANTIES	64
5	Completion Arrangements	68
6	MCG Graphics Limited – Property	71
7	Adjustment of Consideration	73
8	PART 1 - PROVISIONS REGARDING RETENTION FUND	80
	PART 2 - PROVISIONS REGARDING SECOND RETENTION FUND	82
9	Limitations on Relevant Claims	85
10	Pension Provisions	90

THIS AGREEMENT is made by way of deed on                      2005

BETWEEN

(1) OMNIPACK PLC (registered in England and Wales under number 3147626) whose registered office is at Brettenham House, Lancaster Place, London WC2E 7EN (the “Seller”);

(2) SGS - UK LIMITED (registered in England and Wales under number 5473088) whose registered office is at 1 Park Row, Leeds, LSI 5AB (the “Buyer”); and

(3) DANIEL M. BEJARANO of Flat 2, 35-37 Grosvenor Square, London W1K 2HN (“Mr Bejarano”).

OPERATIVE CLAUSES

1. INTERPRETATION

In this Agreement:

1.1 the following expressions have the following meanings unless inconsistent with the context:

“Accounting Date”	31 December 2004
“Accounts”	the audited accounts of the Company for the financial year which ended on the Accounting Date, comprising a balance sheet, a profit and loss account, notes, directors’ and auditors’ reports
“Actuary”	means the actuary who is currently appointed in respect of the Pension Scheme pursuant to section 47 of the Pensions Act 1995
“Actuary’s Letter”	means the letter from Punter Southall & Co to Hewitt Bacon & Woodrow dated on or about the date hereof
“Affiliate”	any company which at the relevant time is:
	(a)    a holding company of the Buyer; or

3

	(b)     a subsidiary or subsidiary undertaking of the Buyer; or
	(c)     a subsidiary or subsidiary undertaking of any such holding company (other than the Buyer itself);
	the expressions “holding company”, “subsidiary” and “subsidiary undertaking” having the meanings given to them by CA 1985
“Alcoa Affiliate”	any company which at the relevant time is:
	(a)     Alcoa, Inc.; or
	(b)     a holding company of Alcoa, Inc.; or
	(c)     a subsidiary or subsidiary undertaking of Alcoa, Inc.; or
	(d)     a subsidiary or subsidiary undertaking of any such holding company (other than Alcoa, Inc. itself);
	the expressions “holding company”, “subsidiary” and “subsidiary undertaking” having the meanings given to them by CA 1985
“Associated Company”	any company, not being the Company, which at the relevant time is:
	(e)     a holding company of the Seller; or
	(f)      a subsidiary or subsidiary undertaking of the Seller; or
	(g)     a subsidiary or subsidiary undertaking of any such holding company (other than the Seller itself);
	the expressions “holding company”, “subsidiary” and “subsidiary undertaking” having the meanings given to them by CA 1985

4

“Business Day”	any day (other than a Saturday or Sunday or public holiday in England and Wales) on which banks are open in London for normal banking business
“Buyer’s Solicitors”	Eversheds LLP of 1 Callaghan Square, Cardiff CF10 5BT
“CA 1985”	the Companies Act 1985 (as amended)
“Company”	MCG Graphics Limited (details of which are set out in Schedule 2)
“Completion”	completion of the sale and purchase of the Shares in accordance with clause 3 on the Completion Date
“Completion Accounts”	the completion accounts prepared in accordance with Schedule 7
“Completion Date”	the date of this Agreement or such date as the parties hereto shall agree as the date on which Completion occurs
“Computer Systems”	all computer hardware, Software, microprocessors and firmware which is used by the Company or is in the possession of the Company
“Consideration”	the consideration for the sale and purchase of the Shares as stated in clause 2.2
“Contract”	any agreement or commitment (but not including any agreement or commitment relating to the employment or engagement of individuals)
“the Directors”	Mr Bejarano, Stefania Dorudottir, Trevor Babb, Richard Jones and Stephen Buxton
“Disclosure Letter”	the letter having the same date as this Agreement from the Seller to the Buyer qualifying the Warranties

5

“Encumbrance”	any mortgage, charge, pledge, lien, assignment, option, restriction, claim, right of pre-emption, right of first refusal, third party right or interest, other encumbrance or security interest of any kind, or other preferential arrangement having similar effect
“Environment”	any air (including air within natural or man-made structures above or below ground), water (including territorial, coastal and inland waters, ground water and water in drains and sewers) and land (including surface land, sub-surface land, sea bed and river bed under water) and any living organisms supported by such media
“Environmental Insurance”	the insurance in respect of environmental liability from AIG UK Limited in favour of the Company in the agreed form
“Environmental Works”	the works to be undertaken following Completion to remediate those matters described in the “Outline Remediation Strategy, MCG Graphics Limited, Hull” prepared by WSP Remediation Limited and dated 27 October 2005
“FRS17 Accounting Basis”	means the FRS17 accounting basis as determined by the Actuary in accordance with the Actuary’s Letter
“FRS17 Deficit”	means the difference between the assets and the liabilities of the Pension Scheme calculated on the FRS17 Accounting Basis as at the Pension Completion Date
“Financial Information”	the information marked “13 May 2005 Update Financial Information” provided by Mr Bejarano to the Buyer as appended at document C22 to the Disclosure Letter

6

“Hazardous Substance”	any matter, whether alone or in combination with any other matter, capable of causing harm to man or any other living organism or damaging to the Environment or public health or welfare, including radioactive matter, ozone depleting substances, and genetically modified organisms
“ICTA”	Income and Corporation Taxes Act 1988
“Initial Consideration”	£6,882,725
“Insider”	the Seller, any Associated Company, any person who is or was at the relevant time a director of the Company, or any person who is or was at the relevant time connected (as defined in section 839 ICTA) with the Seller, any Associated Company or any such director
“Intellectual Property Rights”	all patents, trade marks, copyright, moral rights, rights to prevent passing of, rights in designs, know-how and all other intellectual property rights, in each case whether registered or unregistered and including applications or rights to apply for the grant of any such rights together with all extensions and renewals of them and all rights or forms of protection having equivalent or similar effect anywhere in the world
“Management Accounts”	the management accounts of the Company in respect of the period from the Accounting Date to 30 September 2005 (copies of which are attached to the Disclosure Letter)
“Material Adverse Change”	has any one of the following meanings: (i) a decrease of 10% or more in actual sales or a decrease of 10% or more in actual operating profit for July or August 2005 (or any subsequent month preceding the Completion Date) as compared to the forecast amount for any such

7

	month as set forth in the Financial Information; (ii) the actual or threatened loss, communicated to the Company in writing or communicated orally to any one or more of the Directors, of any one of the following customers, Alcan, Nestle-Purina, Terra Pak or Amcor; (iii) a decrease of 7.5% or more in actual net assets at any month end (beginning on 30 June 2005) preceding or including the Completion Date as compared to the amount of £1,700,000; (iv) the incurrence, since the Accounting Date, of any actual or contingent liability outside the ordinary course of business of £10,000 or more; (v) the incurrence since the Accounting Date, of any actual or contingent liability in the ordinary course of business of £50,000 or more except as provided for in the Management Accounts; and (vi) the departure of any one or more of the Directors (other than in accordance with the provisions of this Agreement); provided that no payments in relation to the Pension Scheme made in accordance with Schedule 10 of this Agreement shall be included in the determination of the abovementioned figures
“Net Assets”	the amount of the Net Assets as defined in Schedule 7
“Non-SGS Parties”	means all members and actual or potential beneficiaries of the Pension Scheme other than the SGS Parties
“Pension Completion Date”	means the Completion Date
“Pension Scheme”	means The MCG Graphics Pension Scheme
“Property”	the properties described in Schedule 6
“Relevant Claim”	any claim for breach of any of the Warranties

8

“Retained Amount”	£500,000
“Retention Account”	the first joint account to be opened by the Buyer’s Solicitors and the Seller’s Solicitors into which the Retained Amount is paid which shall operate subject to the terms set out in Part 1 of Schedule 8
“Retention Account Letter”	the letter in agreed terms to be signed by the Seller and the Buyer providing instruction to the Buyer’s Solicitors and Seller’s Solicitors for dealing with the Retained Amount and the Second Retained Amount
“Second Retained Amount”	£500,000
“Second Retention Account”	the second joint account to be opened by the Buyer’s Solicitors and the Seller’s Solicitors into which the Second Retained Amount is paid which shall operate subject to the terms set out in Part 2 of Schedule 8
“Seller’s Solicitors”	Travers Smith of 10 Snow Hill, London EC1A 2AL (Ref. CGH/NSM)
“September 2005 Revised Forecast”	the document entitled “Key Data Forecast Update on 22nd September” forwarded by Mr. Bejarano to Henry R. Baughman and Benjamin F. Harmon, IV by e-mail dated 22 September 2005 as appended at document C23 to the Disclosure Letter
“SGS Parties”	means (a) all employees of the Company who are active members in the Pension Scheme; (b) all employees and former employees of the Company who are deferred members in the Pension Scheme; and (c) those individuals who are currently pensioners under the Pension Scheme, subject to there being no more than 16 such pensioners. For the avoidance of doubt, the SGS Parties are listed in the SGS Parties List

9

“SGS Parties List”	means the letter from Hewitt Bacon & Woodrow to Punter Southall & Co dated on or about the date hereof
“Shares”	all the issued shares in the capital of the Company comprising 400,000 shares of £1.00 each
“Software”	means any form of computer program whether in source or object code form
“Stakeholder Scheme”	means The MCG Graphics Stakeholder Pension Scheme
“Stock”	the raw materials, work in progress and finished goods of the Company
“Tax Covenant Claim”	any claim by the Buyer under Part 2 of Schedule 4
“Warranties”	the warranties set out in clause 5, Schedule 3 and Part 3 of Schedule 4
“W&I Insurance”	the warranty and indemnity insurance policy from AIG UK Limited in favour of the Buyer in the agreed form
“W&I Insurance Retention Exclusion”	the exclusion set out in paragraph 4.4 of the W&I Insurance
“W&I Insurance Specific Exclusions”	those exclusions set out in paragraph 5 and Appendix A of the W&I Insurance
“W&I Insurance Exclusion Claim”	shall have the meaning set out in clause 5.7

1.2 references to a document being “in the agreed terms” are to that document in the form agreed and for the purposes of identification initialled by or on behalf of the Seller and the Buyer;

1.3 the singular includes the plural and vice versa;

10

1.4 the headings in this Agreement will not affect its interpretation;

1.5 any phrase introduced by the term “include”, “including”, “in particular” or any similar expression will be construed as illustrative and will not limit the sense of the words preceding that term; and

1.6 save as otherwise stated, where there is reference in this Agreement to the Seller’s awareness or knowledge, information or belief or any similar expression, the Seller shall be deemed to have knowledge of anything which the Directors have actual knowledge.

2. SALE AND PURCHASE

2.1 The Seller will sell with full title guarantee, and the Buyer will buy, the Shares. The Shares will be sold free of any Encumbrance and with all rights attached or accruing to them at or after the date of this Agreement.

2.2 The consideration for the sale of the Shares is £7,882,725 (seven million, eight hundred and eighty-two thousand, seven hundred and twenty-five pounds) plus or minus any adjustments required to be made in accordance with Schedule 7 (Completion Accounts).

2.3 The Consideration shall be paid as follows:

2.3.1  the Initial Consideration shall be paid in cash upon Completion;

2.3.2  the Retained Amount shall be paid into the Retention Account and paid out in accordance with the terms of the Retention Account Letter and Part 1 of Schedule 8; and

2.3.3  the Second Retained Amount shall be paid into the Second Retention Account and paid out in accordance with the terms of the Retention Account Letter, Part 2 of Schedule 8 and Schedule 10.

Any payment required to be made pursuant to Schedule 7 (Completion Accounts) shall be made in accordance with such Schedule.

2.4 The payment of the Initial Consideration shall be made by electronic funds transfer to the Seller’s Solicitors’ client account, details of which are set out in paragraph 3(i) of Schedule 5, or by such other method as may be agreed between the parties.

2.5 The payment of the Retained Amount shall be made by electronic funds transfer to the Retention Account and shall there be held, subject to the terms of the Retention Account set out in Part 1 of Schedule 8 and the terms of the Retention Account Letter.

11

2.6 The payment of the Second Retained Amount shall be made by electronic funds transfer to the Second Retention Account and shall there be held, subject to the terms of the Second Retention Account set out in Part 2 of Schedule 8 and the terms of the Retention Account Letter.

2.7 The parties agree that the Company and the Buyer shall retain all rights, claims and privileges to all insurance policies, insurance coverage, insurance proceeds and rights to recovery under all of Company’s insurance policies, including the Seller’s insurance policies, which were or are in effect prior to Completion, to the extent they relate to the business, assets and employees of the Company.

3. COMPLETION

3.1 Completion will take place at the offices of the Buyer’s Solicitors on the Completion Date, At Completion, the Seller and the Buyer will comply with the provisions of Schedule 5.

3.2 Receipt by the Seller’s Solicitors of the Initial Consideration will be a good and sufficient discharge to the Buyer in respect of such sum and the Buyer will not be further concerned as to the application of the moneys so received.

3.3 The Buyer will not be obliged to complete the purchase of any of the Shares unless the purchase of all the Shares is completed simultaneously.

4. GUARANTEES

The Seller will procure that on Completion the Company is released from any guarantee, indemnity, counter-indemnity, letter of comfort or other obligation given by the Company to any third party in respect of a liability of any person other than the Company.

5. WARRANTIES

5.1 The Seller warrants to the Buyer in the terms of the Warranties and acknowledges that the Buyer has entered into this Agreement in reliance upon each of the Warranties and the provisions of Schedule 4.

5.2 The Warranties are qualified by all circumstances, facts and matters fairly disclosed in the Disclosure Letter.

12

5.3 The Seller waives and may not enforce any right which the Seller may have against the Company, or any director or employee of the Company, on which or on whom the Seller may have relied in agreeing to any term of this Agreement or any statement in the Disclosure Letter.

5.4 Each Warranty is to be construed independently and is not limited or restricted by any other Warranty, provided that the only Warranties given in relation to:

5.4.1  Intellectual Property Rights are those Warranties contained in paragraph 12 of Schedule 3;

5.4.2  Computer Systems are those Warranties contained in paragraph 13 of Schedule 3;

5.4.3  the Property are those Warranties contained in paragraph 14 of Schedule 3;

5.4.4  the Environment are those Warranties contained in paragraphs 15 to 20 (inclusive) of Schedule 3; and

5.4.5  Taxation (as defined in Schedule 4) are those Warranties contained in Part 3 of Schedule 4 and paragraphs 3, 4, 7, 21.10, 22.3.8, 22.4 and 22.5 of Schedule 3.

5.5 The Buyer warrants to the Seller and the Seller warrants to the Buyer that it is a limited company incorporated under English law and that it has the right, power and authority, and has taken all action necessary, to execute, deliver and exercise its rights and performance obligations under this Agreement and that neither the execution nor the performance of this Agreement or any document referred to herein will result in the breach of, or give rise to, an event of default under, any agreement or arrangement to which it is a party or any legal or administrative requirement by which the Buyer or Seller (as appropriate) is bound.

5.6 The Buyer warrants to the Seller that it does not currently have awareness of any matter or fact which it knows will entitle the Buyer to make a claim against the Seller for a breach of Warranty as at today’s date. For this purpose, the Buyer’s “awareness” shall mean the actual knowledge of Benjamin F. Harmon IV, Henry R. Baughman, Michael L. Shannon, Ronald M. Morosky and Mary Ellen Lammel. The Seller shall not be liable for any claim under the Warranties to the extent that the Buyer is in breach of this Warranty.

13

5.7 Other than in respect of any Relevant Claim or Tax Covenant Claim that arises and falls within one or more of the W&I Insurance Specific Exclusions such that it is thereby excluded from cover under the W&I Insurance (a “W&I Insurance Exclusion Claim”), the Seller will be under no obligation to pay any moneys in respect of any Relevant Claim or any Tax Covenant Claim other than from any amount of the Retained Amount remaining at the relevant time in the Retention Account, such payment to be made in accordance with Schedule 8, provided that nothing in this clause 5.7:

5.7.1  shall have the effect of excluding or limiting the liability of the Seller to the extent that any Relevant Claim arises by reason of any fraud or any dishonest misconduct by the Seller; or

5.7.2  for the avoidance of doubt, shall in any way limit the rights of the Buyer under this Agreement to bring a claim against the Seller pursuant to clauses 7 or 8.2 or paragraphs 3.2 or 8 of Part 1 of Schedule 7 or paragraph 1.3.1 of Schedule 10.

For the avoidance of doubt, any Relevant Claim or Tax Covenant Claim that arises and falls within the W&I Insurance Retention Exclusion shall, subject to agreement or determination in accordance with Schedule 8, be paid from any amount of the Retained Amount remaining at the relevant time in the Retention Account, such payment to be made in accordance with Schedule 8.

6. LIMITATIONS ON CLAIMS

6.1 The Seller will not be liable for any Relevant Claim or a Tax Covenant Claim unless the amount of the Seller’s liability to the Buyer in respect of that Relevant Claim or Tax Covenant Claim when aggregated with the amount of the liability in respect of all other Relevant Claims and Tax Covenant Claims exceeds £80,000 (eighty thousand pounds) (the “Claim Threshold”).

6.2 The Seller will not be liable for any Relevant Claim unless the amount of the Seller’s liability to the Buyer in respect of that Relevant Claim or directly related series of Relevant Claims exceeds £5,000 (five thousand pounds) (the “De Minimis”). No Relevant Claim or directly related series of Relevant Claims in relation to which the Seller would have a liability to the Buyer of less than the De Minimis shall count towards the Claim Threshold.

6.3 The Seller will not be liable for any Relevant Claim or Tax Covenant Claim (as applicable) unless the Seller receives from the Buyer written notice of the Relevant

14

Claim or Tax Covenant Claim as soon as reasonably practicable after the Buyer has become aware that the Relevant Claim or Tax Covenant Claim (as applicable) has arisen (stating in reasonable detail the nature of the Relevant Claim or Tax Covenant Claim (as applicable), the circumstances giving rise to it and the Buyer’s bona fide reasonable estimate of any alleged loss or in the case of a Tax Covenant Claim the amount of the claim based on the facts then known to the Buyer):

6.3.1  before 5.00 p.m. on the date falling 18 months after Completion, in the case of a Relevant Claim for breach of any of the Warranties (other than the Warranties in Part 3 of Schedule 4); and

6.3.2  before 5.00 p.m. on the date falling 7 years after Completion, in the case of a breach of any of the Warranties in Part 3 of Schedule 4.

Any Relevant Claim shall be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn) (and no new claim against the Seller may be made in respect of the facts giving rise to such withdrawn Relevant Claim) unless legal proceedings in respect thereof have been commenced within 6 (six) months of the giving of written notice of the Relevant Claim or (if relevant) the date on which it has been finally determined that such claim is not a W&I Insurance Exclusion Claim (whichever is the later), and for this purpose such legal proceedings shall not be deemed to have commenced unless both issued and served.

6.4 Subject to clauses 6.5, 6.6 and 6.7, the aggregate amount of the liability of the Seller for all Relevant Claims and Tax Covenant Claims will not exceed the monetary sum held in the Retention Account from time to time.

6.5 The aggregate liability of the Seller for all W&I Insurance Exclusion Claims shall not exceed £4,000,000 (four million pounds) (including for this purpose the Retained Amount) less the aggregate amount of the liability of the Seller for all Relevant Claims and Tax Covenant Claims agreed or determined (as such term is defined in Schedule 9) at the time of such claim.

6.6 The aggregate liability of the Seller for all Relevant Claims and Tax Covenant Claims (including W&I Insurance Exclusion Claims) shall not exceed £4,000,000 (four million pounds) (including for this purpose the Retained Amount), but this clause shall not increase the liability of the Seller as set out in clause 5.7.

6.7 For the avoidance of doubt, if any W&I Insurance Exclusion Claims are agreed or determined (as such term is defined in Schedule 9) such that a liability of the Seller arises to make a payment to the Buyer, any payment so requiring to be made shall

15

not be made from the amount standing to the credit at the relevant time of the Retention Account unless at the time of the claim the aggregate amount of all other Relevant Claims and Tax Covenant Claims together with the relevant W&I Insurance Exclusion Claim and other W&I Insurance Exclusion Claims exceeds £3,500,000 (three and a half million pounds) and then only to the extent of such excess.

6.8 For the purposes of calculating the limits set out in clauses 6.5, 6.6 and 6.7, the liability of the Seller shall be deemed to exclude the amount of all costs, expenses and other liabilities (together with any irrecoverable VAT thereon) payable by the Seller in connection with the satisfaction, settlement or determination of any such claim.

6.9 The Buyer undertakes to use all its reasonable endeavours to seek recovery under the W&I Insurance in respect of any Relevant Claim or Tax Covenant Claim before bringing proceedings against the Seller in respect of any such claim UNLESS such claim falls within the W&I Insurance Retention Exclusion. The parties agree to consult with each other in good faith as to what constitutes “all its reasonable endeavours” for the purpose of this clause 6.9 as soon as practicable following the notification of such Relevant Claim or Tax Claim.

6.10 For the purposes of calculating Relevant Claims counting towards the Claim Threshold and/or whether any Relevant Claim exceeds the De Minimis:

6.10.1  there shall be excluded from any Relevant Claim the amount of any costs, expenses and other liabilities (together with any VAT thereon) incurred or to be incurred by or on behalf of the Buyer and/or the Company in connection with the making of such Relevant Claim; and

6.10.2  there shall be excluded the amount of any other Relevant Claim in respect of the same fact, matter, event or circumstance giving rise to the same loss (for the avoidance of doubt this clause 6.10.2 shall not exclude Relevant Claims which are part of a directly related series of Relevant Claims).

6.11 Any Relevant Claim shall be limited in accordance with Schedule 9, provided that nothing in this clause 6 or Schedule 9 shall have the effect of excluding or limiting the liability of the Seller to the extent that any Relevant Claim arises by reason of any fraud or any dishonest misconduct by the Seller.

6.12 The Seller shall not be liable for any breach of the Warranties to the extent that an amount in respect of the loss occasioned by the fact, matter, event or circumstance giving rise to such breach has been recovered under a Tax Covenant Claim.

16

6.13 Clauses 6.5, 6.6 and 6.7 will not apply in respect of a Relevant Claim concerning paragraph 1.1 to 1.3 (inclusive) of Schedule 3, Schedule 1 and Schedule 2.

6.14 The Seller shall not be liable for any claim under the provisions of Part 2 of Schedule 4 to the extent that an amount in respect of the loss occasioned by the fact, matter, event or circumstance giving rise to such claim has been recovered under the Warranties.

6.15 For the avoidance of doubt, nothing in this clause 6 shall in any way limit the rights of the Buyer under this Agreement to bring a claim against the Seller pursuant to clauses 7 or 8.2 or paragraphs 3.2 or 8 of Part 1 of Schedule 7 or paragraph 1.3.1 of Schedule 10.

7. RESTRICTIVE COVENANTS

7.1 In this clause:

“Confidential Information”	means all information not publicly known, used in or otherwise relating to the Company’s business, customers, plans, prospects or financial or other affairs
“Relevant Customer”	means any person who at any time during the period of 12 (twelve) months immediately preceding Completion was:
	(a)	negotiating with the Company for the supply by the Company of goods or services of a material importance or value to the Company; or
	(b)	a material client or customer of the Company
“Relevant Products or Services”	means products or services which are competitive with or of the type supplied by the Company at any time during the period of 12 (twelve) months immediately preceding Completion.

7.2 The Seller and Mr Bejarano, severally undertake to the Buyer and the Company that each of the Seller and Mr Bejarano will not and, in respect of the Seller, the Seller

17

will procure that no Associated Company will (whether alone or in conjunction with, or on behalf of, another person and whether directly or indirectly), without the prior written consent of the Buyer:

7.2.1  for a period of 3 years immediately following Completion, canvass, solicit or approach, or cause to be canvassed, solicited or approached, any Relevant Customer for the sale or supply of Relevant Products or Services;

7.2.2  for a period of 3 years immediately following Completion, deal or contract with any Relevant Customer in relation to the sale or supply of Relevant Products or Services;

7.2.3  for a period of 3 years immediately following Completion, interfere, or seek to interfere, with the continuance of supplies to the Company from any supplier who has been supplying goods or services of a material importance or value to the Company at any time during the 12 months immediately preceding Completion;

7.2.4  for a period of 3 years immediately following Completion, entice away, or attempt to entice away, from the Company, or employ, any person employed in a managerial, supervisory, technical or sales capacity by, or who is or was a consultant to, the Company at Completion or at any time during the period of 6 months immediately preceding Completion where the person in question either has Confidential Information or would be in a position to exploit the Company’s trade connections to the detriment of the Company;

7.2.5  within the United Kingdom, Sweden, France, Hungary and Ukraine for a period of 3 years immediately following Completion, be engaged, concerned, connected with or interested in (except as the owner for investment purposes of securities in a company dealt in on a recognised stock exchange and which confer not more than 5 per cent, of the votes which could be cast at a general meeting) any other business which supplies Relevant Products or Services; and

7.2.6  without prejudice to any rights relating to passing off or trade mark infringement (or similar rights in any territory), at any time after Completion use in connection with any business which is competitive with the business of the Company any name (in whatever form) which includes the name of the Company or any trading style or get up which is confusingly similar to that used by the Company as at Completion.

18

7.3 The Seller undertakes to the Buyer and the Company and agrees that it will procure that no Associated Company will (whether alone or in conjunction with, or on behalf of, another person and whether directly or indirectly) at any time after Completion make use of, disclose or cause unauthorised disclosure to any person (except those authorised by the Buyer in writing to know or as required by law or any governmental or regulatory organisation) of any Confidential Information.

7.4 Mr Bejarano undertakes to the Buyer and the Company and agrees that he will not (whether alone or in conjunction with, or on behalf of, another person and whether directly or indirectly) at any time after Completion make use of, disclose or cause unauthorised disclosure to any person (except those authorised by the Buyer in writing to know or as required by law or any governmental or regulatory organisation) of any Confidential Information.

7.5 Each of the undertakings set out in this clause 7 is separate and severable and, if any of such undertakings or part of an undertaking is held to be against the public interest or unlawful, the remaining undertakings or part of the undertakings will continue in full force and effect and will bind the Seller and/or Mr Bejarano (as appropriate).

8. DEDUCTIONS AND INDEMNITIES

8.1 The Consideration shall be reduced by an amount referred to in paragraphs 1.3 and 1.4.3 of Schedule 10 (Pension Provisions).

8.2 In relation to the Property:

8.2.1  the parties acknowledge that two leases and one underlease of the property comprising Unit E, Citadel Trading Park, Kingston Upon Hull have been assigned to the Company and a car park lease at Citadel Trading Park, Kingston Upon Hull from Bonus Electrical Group Limited has been assigned to the Company (the “Hull Transfers”);

8.2.2  prior to the date of this Agreement the Seller has paid to the Company an amount equal to the stamp duty land tax and land registry fees payable in relation to the Hull Transfers. The Seller covenants to pay to the Buyer any further stamp duty land tax, land registry fees and any penalties and interest properly payable in relation to the Hull Transfers and further covenants with the Buyer that the Seller shall (at its own expense) use its reasonable endeavours to assist the Company in procuring the registration at the Land Registry of the assignments relating to the Hull Transfers (including for the

19

avoidance of doubt the merger of the lease dated 19 March 1997 between Metal Closures Group Limited and Omnipack plc, the closure of title number HS274077, the registrations of the variations to the leases dated 9 June 1986 and 1 November 1988 and the first registration of the lease of the car park dated 4 August 1997);

8.3 The Buyer will procure that the Environmental Works are commenced within 40 Business Days of Completion and are completed as soon as reasonably practicable but in any event no later than 24 months after the Environmental Works are commenced. Except with the express written consent of the Seller, the Buyer will procure that the Environmental Works are undertaken by WSP Remediation Limited pursuant to the terms of such firm’s written quotation dated 27 October 2005 and annexed to the Disclosure Letter at document CC4. The Buyer will procure that the appointed firm, on completion of the Environmental Works, will notify in writing the Buyer and the Seller of such completion and the cost of the Environmental Works.

8.4 If the amount invoiced (inclusive of any irrecoverable VAT) to the Company or the Buyer by the firm or company which undertakes the Environmental Works is less than £200,000, the Buyer will pay the difference between the amount so invoiced (inclusive of any irrecoverable VAT) and £200,000, to the Seller’s Solicitors within 5 Business Days of receipt by the Company or the Buyer of the final invoice. The Buyer and the Seller acknowledge that the amount invoiced may be less than £200,000 because either not all the Environmental Works are found to be necessary and/or because the Environmental Works are able to be completed by the appointed firm more cheaply than anticipated at the time of the quotation referred to in clause 8.3.

9. ANNOUNCEMENTS

Save as required by law or, to the extent relevant, the regulations of any stock exchange or listing authority or the Panel on Takeovers and Mergers or any other governmental or regulatory organisation, no announcement concerning the transactions contemplated by this Agreement will be made by the Seller except with the prior written approval of the Buyer or by the Buyer except with the prior written approval of the Seller (in each case such consent not to be unreasonably withheld or delayed).

10. INTEREST

If the Seller becomes liable to pay the Buyer or the Buyer becomes liable to pay the Seller any sum pursuant to this Agreement (save as expressly provided elsewhere in

20

this Agreement) whether a liquidated sum or by way of damages or otherwise, the paying party will be liable to pay interest on such sum from the due date for payment at the annual rate of 1.5 per cent, above the base lending rate from time to time of Barclays Bank PLC, accruing on a daily basis until payment is made, whether before or after any judgment.

11. NOTICES

11.1 Any notice or other communication given in connection with this Agreement will be in writing and will be delivered personally or sent by pre-paid first class post (or air mail if overseas) or by fax to the recipient’s address set out in this Agreement or to any other address which the recipient has notified in writing to the sender received not less than 7 Business Days before the notice was despatched.

For Seller and
Mr Bejarano:	Omnipack PLC
	Brettenham House
	Lancaster Place
	London WC2E 7EN
	Fax number: 0870 351 6723
	For the attention of: Mr Daniel M. Bejarano
For Buyer:	SGS - UK Limited
	c/o Southern Graphic Systems, Inc
	626 West Main Street
	Suite 500
	Louisville, Kentucky 40202
	USA
	Fax number: (502) 634 5298
	For the attention of: President

or such other address for service as may be notified in writing from time to time to the other parties by the relevant party.

11.2 A notice or other communication is deemed given:

11.2.1  if delivered personally, upon delivery at the address provided for in this clause 11; or

11.2.2  if sent by prepaid first class post, on the second Business Day after posting it; or

21

11.2.3  if sent by air mail, on the sixth Business Day after posting it; or

11.2.4  if sent by fax, on completion of its transmission

provided that, if it is delivered personally or sent by fax on a day which is not a Business Day or after 4.00 p.m. (at the place such notice or communication is delivered or sent to) on a Business Day, it will instead be deemed to have been given or made on the next Business Day.

11.3 The provisions of this clause 11 will not apply, in the case of service of court documents, to the extent that such provisions are inconsistent with the Civil Procedure Rules.

12. ASSIGNMENT

12.1 Neither the Buyer nor the Seller shall assign its rights and obligations under this Agreement without the other party’s prior written consent (which will not be unreasonably withheld) provided that the Buyer may assign its rights and/or obligations hereunder to a company which is an Alcoa Affiliate without the Seller’s prior consent. If any assignee to whom assignment was made without the Seller’s prior written consent pursuant to this clause ceases to be an Alcoa Affiliate, the benefit of this Agreement shall forthwith be assigned or be made the subject of a trust in favour of an Alcoa Affiliate.

12.2 This Agreement will be binding and enure for the benefit of successors in title and (subject to clause 12.1) permitted assigns of each of the parties and references to the parties will be construed accordingly.

13. GENERAL

13.1 Each party will do, or will use all reasonable endeavours to procure the doing of, all acts and things and execute, or procure the execution of, all documents as are necessary to give full effect to the terms of this Agreement.

13.2 Save as otherwise provided by this Agreement, failure or delay by any party in exercising any right or remedy under this Agreement will not in any circumstances operate as a waiver of it, nor will any single or partial exercise of any right or remedy in any circumstances preclude any other or further exercise of it or the exercise of any other right or remedy.

22

13.3 Any waiver of any breach of, or any default under, any of the terms of this Agreement will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of this Agreement.

13.4 If a claim is made against the Seller under Part 2 or Part 3 of Schedule 4, the Seller will not plead against such claim the Limitation Act 1980 or any other statute (present or future) directly or indirectly consolidating, extending, replacing or re-enacting the same, or any other rule of law relating to limitation of time in which an action can be brought or claim made; provided that this clause 13.4 is without prejudice to any express provision of this Agreement regarding time limits for notifying or making claims.

13.5 The Company has the right to enforce only clause 7 of this Agreement and in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999. Except as stated in this clause, the parties to this Agreement do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.

13.6 No variation of this Agreement will be valid unless it is in writing and signed by or on behalf of each party to this Agreement but no variation will require the consent of the Company.

13.7 Each party acknowledges and agrees that:

13.7.1  it is not entering into this Agreement on the basis of, and is not relying and has not relied on, any statement or representation or warranty or other provision (in any case whether oral, written, express or implied) made, given or agreed to by any person (whether a party to this Agreement or not) except as expressly repeated or referred to in this Agreement or the Disclosure Letter; and

13.7.2  this clause 13.7 shall not apply to any statement, representation or warranty made with gross negligence or fraudulently or to any provision of this Agreement (including, for the avoidance of doubt, the Warranties) which was induced by gross negligence or fraud for which the remedies shall be all those available under the law governing this Agreement regardless of the other terms of this Agreement.

13.8 This Agreement shall not be construed as creating any partnership or agency relationship between the parties.

23

14. GOVERNING LAW AND JURISDICTION

The formation, existence, construction, performance, validity and all aspects whatsoever of this Agreement or of any term of this Agreement will be governed by the law of England and Wales. The courts of England and Wales will have exclusive jurisdiction to settle any dispute which arises out of or in connection with this Agreement. The parties irrevocably agree to submit to that jurisdiction.

15. COUNTERPARTS

This Agreement may be executed in any number of counterparts each of which when executed and delivered will be an original, but all the counterparts will together constitute one and the same agreement.

16. ENTIRE AGREEMENT

This Agreement (together with any documents referred to herein or required to be entered into pursuant to this Agreement) contains the entire agreement and understanding of the parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement and any such document.

17. COSTS

Except where expressly stated otherwise, each party to this Agreement will bear its own costs and expenses relating to the negotiation, preparation and implementation of this Agreement. The Company will bear no part of such costs.

24

SCHEDULE 1

The Seller

Name and address of registered and beneficial owner	Number and class of Shares to be sold
OMNIPACK PLC	400,000 ordinary shares of £1.00 each in
Brettenham House	the capital of the Company.
Lancaster Place
London
WC2E 7EN

25

SCHEDULE 2

Details of the Company

Name of Company	:	MCG Graphics Limited
Registered number	:	00631503
Registered office	:	Citadel Trading Park, Citadel Way, Garrison Road, Hull HU9 1TQ, England
Date of incorporation	:	30 June 1959
Authorised share capital	:	£400,065 divided into 400,000 ordinary shares of £1.00 each and 10,000 deferred shares of US$0.01 each
Issued share capital	:	£400,000 divided into 400,000 ordinary shares of £1.00 each
Directors’ full names	:	Malcolm Trevor Babb
		Daniel Marco Bejarano
		Stephen William Buxton
		Stefania Maria Dorudottir
		Richard Russell Jones
Secretary’s full name	:	Alvis Jean Babb
Accounting reference date	:	31 December
Mortgages/charges over Shares or Company’s assets	:	None

26

SCHEDULE 3

Non-Taxation Warranties

1. Schedules 1 & 2; Capital

1.1 The information contained in Schedules 1 and 2 is true and accurate in all respects.

1.2 The Shares are fully paid and are beneficially owned and registered as set out in Schedules 1 and 2 free from any Encumbrance or any claim to, or Contract to grant, any Encumbrance.

1.3 The Company has no share capital in issue other than the shares shown in Schedules 1 and 2 as being issued and no Contract has been entered into which requires or may require the Company to allot or issue any share or loan capital (whether by way of a share option scheme or otherwise).

1.4 The Company has no interest in the share capital of any body corporate and the Company does not have, and never has had, any subsidiary undertakings (as defined in sections 258 to 260 CA 1985).

SELLER

2. Insiders’ interests

2.1 The Company has never entered into any Contract with an Insider (excluding any contract of employment between the Company and any of its directors from time to time).

2.2 No Insider has any interest, direct or indirect, in any trade or business which competes with the Company’s business.

3. Information supplied to the Buyer

3.1 The historical facts and historical information contained within the Financial Information (as modified by the September 2005 Revised Forecast) is accurate in all material respects and is not misleading in any material respect.

3.2 The 2005 budget and the 2006 projections set out in the Financial Information (as modified by the September 2005 Revised Forecast) are based upon historical facts and the assumptions made in preparing the said budget and projections were, when

27

made, reasonable and having regard to the information available since such budgets and projections were made, continue to be reasonable at the date of this Agreement.

ACCOUNTS AND RECORDS

4. The Accounts

4.1 The Accounts (a copy of which is attached to the Disclosure Letter):

4.1.1  comply with the requirements of CA 1985 and have been prepared in accordance with all applicable accounting standards (as that term is defined in section 256 of CA 1985 but including, where applicable, the International Financial Reporting Standards issued by the International Accounting Standards Board) and (to the extent none are applicable) with accounting principles and practices generally accepted in the United Kingdom;

4.1.2  have been prepared on bases and principles which are consistent with those used in the preparation of the audited statutory accounts of the Company for the 3 financial years immediately preceding that which ended on the Accounting Date;

4.1.3  show a true and fair view of the assets, liabilities and state of affairs of the Company as at the Accounting Date and of the profits (or losses) of the Company for the financial year ending on that date; and

4.1.4  are not affected (except as disclosed in the Accounts) by any extraordinary or exceptional event, circumstance or item.

4.2 The Company’s accounting records are up to date and contain complete and accurate financial details relevant to the preparation of accounts of all transactions of the Company and comply with the provisions of sections 221 and 222 CA 1985. The Company’s accounting records and accounting information are exclusively owned by it or are under its control.

5. Profits or Losses and Net Assets

The profits or losses and the value of net assets of the Company for the three consecutive financial years ended on the Accounting Date as shown by the Accounts have not (except as disclosed in those accounts) been affected to a material extent by the inclusion of non-recurring items of income or expenditure or by transactions entered into otherwise than on normal commercial terms so as to render such profit or losses or net assets for any of such periods exceptionally high or low.

28

6. Management accounts

6.1 The Management Accounts have been prepared in accordance with accounting principles generally accepted in the United Kingdom and on bases consistent with those used in the preparation of the previous management accounts of the Company.

6.2 Except as fairly disclosed in the Disclosure Letter, such Management Accounts:

6.2.1  are not misleading in any material respect in respect of the periods to which they relate; and

6.2.2  show with reasonable accuracy the state of affairs of the Company in respect of the periods to which they relate.

CHANGES SINCE THE ACCOUNTING DATE

7. Since the Accounting Date:

7.1 the business of the Company has been carried on in the ordinary and usual course and in materially the same manner (including nature and scope) as in the 12 months preceding the Accounting Date;

7.2 there has been no Material Adverse Change;

7.3 the Company has not acquired, or agreed to acquire, any single fixed asset having a value in excess of £10,000 or fixed assets having an aggregate value in excess of £50,000 (except as fairly disclosed in the Management Accounts) and fully paid for before Completion (or, if not fully paid for, reflected in the Management Accounts as accounts payable);

7.4 the Company has not disposed of, or agreed to dispose of, any asset (excluding Stock disposed of in the ordinary and usual course of business) having a value reflected in the Accounts in excess of £20,000 or acquired since the Accounting Date and having a value reflected in the Management Accounts in excess of £20,000;

7.5 the Company has not other than in the ordinary course of business borrowed or raised any money or taken up any financial facilities in excess of £10,000 nor repaid any borrowing or indebtedness in excess of £10,000 in advance of its stated maturity;

7.6 no dividend or other payment which is, or could be treated as, a distribution for the purposes of Part VI ICTA or section 418 ICTA has been declared, paid or made by the Company;

29

7.7 no resolution of the shareholders of the Company has been passed;

7.8 the Company has not, other than in the ordinary course of business, assumed or incurred, or agreed to assume or incur, a liability, obligation or expense (actual or contingent) for a value in excess of £10,000;

7.9 no management or similar charge has become payable or been paid by the Company; and

7.10 no payment has been made by the Company to, or benefit conferred (directly or indirectly) by the Company on, any Insider.

ASSETS

8. Unencumbered title; possession

8.1 Each asset:

8.1.1  included in the Accounts; or

8.1.2  with a replacement value in excess of £1,000 which has been acquired by the Company since the Accounting Date (save for Stock disposed of in the ordinary course of business); or

8.1.3  with a replacement value in excess of £1,000 which is otherwise used by the Company,

is legally and beneficially owned by the Company free from any Encumbrance or any claim to, or Contract to grant, any Encumbrance.

8.2 Each material asset of the Company is situated at the Property.

9. Debtors

The Company has not factored or discounted any debt included in the Accounts or the Management Accounts or agreed to do so. All of the debts which are reflected in the Accounts as owing to the Company or which have subsequently been recorded in the Management Accounts of the Company (apart from, in each case, bad and doubtful debts to the extent to which they have been provided for in the Accounts or such Management Accounts) or which have subsequently been recorded in the books of the Company have realised or, in respect of debts falling due after the date hereof, will, so far as the Seller is aware, realise in the normal course of collection their full value as included in the Accounts, or in the Management Accounts or as

30

subsequently recorded in the books for the Company, and no such debt nor any part of it has been outstanding for more than three months from its due date for payment.

10. Stock

10.1 The Stock now held by the Company and not written off in the Accounts or the Management Accounts:

10.1.1  is not obsolete, slow moving or likely to realise less than its book value; and

10.1.2  is fit for its intended purpose and of satisfactory quality and accords with any representation or contractual term, express or implied, which has been given, or which would in the normal course of its business be given, by the Company in respect of it.

11. Plant etc.

The plant and machinery, vehicles, fixtures and fittings, furniture, tools and other equipment used by the Company for the purposes of the business of the Company so far as the Seller is aware are in satisfactory working order and are capable of being used for the purposes for which they are currently being used by the Company.

12. Intellectual Property Rights

12.1 The Company has no interest in, or use of, any Intellectual Property Rights (whether registered or not) save for the Intellectual Property Rights details of which are given in the Disclosure Letter, all of which are (where applicable) registered in the name of the Company and are legally and beneficially owned by the Company free from any Encumbrance.

12.2 The Company’s Intellectual Property Rights are valid, subsisting and enforceable.

12.3 The Seller has not received written notice that there are any proceedings, actions or claims in existence or pending or threatened, impugning the title, validity or enforceability of the Company’s Intellectual Property Rights or claiming any right or interest in the Company’s Intellectual Property Rights and so far as the Seller is aware none is threatened.

12.4 The processes employed and the products and services dealt in by the Company do not use, embody or infringe any Intellectual Property Rights (whether registered or not) (other than off-the-shelf Software) vested in any other party and do not give rise (contingently or otherwise) to payment by the Company of any royalty or any similar payment.

31

12.5 So far as the Seller is aware, there is, and has been, no infringement of the Company’s Intellectual Property Rights and, so far as the Seller is aware, none is pending or threatened.

12.6 No Contract or legally-binding consent in respect of any of the Company’s Intellectual Property Rights has been entered into or given by the Company in favour of any third party.

12.7 The Disclosure Letter contains a full list of domain names in connection with the Internet or Worldwide Web which are held by, registered on behalf of, or are currently used by the Company.

13. Computer Systems

13.1 The Computer Systems have at all times during the 18 month period prior to the date of this Agreement functioned without material fault, and are reasonably and materially sufficient (without requiring substantial addition or replacement) for the conduct of the Company’s business as currently conducted (with respect to both nature and scale).

13.2 All agreements reasonably necessary in connection with the Computer Systems (such as licence, escrow and maintenance and support agreements) are in place and, so far as the Seller is aware, have been complied with by the Company in all material respects and are disclosed in the Disclosure Letter. Such agreements are sufficient for the current use of the Computer Systems by the Company.

13.3 Reasonable steps have been taken to ensure the security of the Computer Systems and the data stored on them.

14. Property

14.1 The particulars of the Property shown in Schedule 6 are complete and accurate. The use of the Property for the purpose stated in Schedule 6 corresponds to the use to which it is in fact put.

14.2 The Company has in its possession, or under its control, all duly stamped deeds and documents necessary to prove title to the Property.

32

14.3 The Company has not received written notice of any breach or alleged breach of any obligation, restrictions, conditions and covenants in any lease relating to the Property or its present use.

14.4 The Company does not own, is not in occupation of or is not entitled to, any estate or interest in any freehold or leasehold property other than the Property. The Company is not party to any uncompleted agreement to acquire or dispose of any freehold or leasehold property.

14.5 Except in relation to the Property, the Company has no liability (whether actual or contingent) in relation to any freehold or leasehold property and in particular the Company has never assumed any liability under a lease (whether as landlord, tenant, guarantor or otherwise) other than any leases or property disclosed in accordance with Warranty 14.1.

14.6 The Company has vacant possession of the Property and no other person has any other right (actual or contingent) to possession or occupation of the Property or any interest in it.

14.7 The replies and other written disclosures given by the Seller’s Solicitors to the Commercial Property Standard Enquiries or to the Buyer’s Solicitors’ written enquiries and any other written disclosures by the Seller’s Solicitors to the Buyer’s Solicitors concerning the Property are complete, true and accurate in all respects and not misleading in any respect.

14.8 The Company has vacated the Covent Garden Property and removed all items belonging to it.

ENVIRONMENTAL/HEALTH AND SAFETY (EHS) MATTERS

15. Definitions

For the purposes of Warranties 15 to 20 inclusive:

“Environmental Law” means all applicable law (whether criminal, civil or administrative), common law, judgment, court order, statute, statutory instrument, regulation, directive, European Union decision (insofar as legally binding), by-law, treaty, government circular, code of practice and guidance notes, or instruction or decision of any competent

33

	regulatory body in force at the date of this Agreement relating to Environmental Matters
“Environmental Matters”	means all or any matters relating to the pollution or protection of the Environment or harm to or the protection of worker’s health and safety but excluding any matters relating to product liability
“Environmental Permits”	means all or any permits, consents, licences, approvals, certificates and other authorisations required by Environmental Law for the operation of the business of the Company as currently carried on or the condition or use of the Property or held by the Company as at today’s date

16. Environmental Permits and Compliance with Environmental Law

16.1 The Company has lawfully obtained all Environmental Permits. Each Environmental Permit is in full force and effect and the Company complies and has in the 6 years preceding the date of this Agreement complied at all times with all conditions of each Environmental Permit.

16.2 True copies of all Environmental Permits obtained by the Company (including any variation notices applicable thereto) are attached to the Disclosure Letter.

16.3 No works or costs are necessary to obtain or secure compliance with or maintain any Environmental Permit, or otherwise to comply with Environmental Law and, so far as the Seller is aware, there is not any requirement for an Environmental Permit to be obtained in the period of 18 months after Completion (whether pursuant to the Pollution Prevention and Control (England and Wales) Regulations 2000 (as amended) or otherwise).

16.4 The Company has not received any written communication which remains current from any relevant authority in respect of any Environmental Permit varying, modifying, revoking, suspending or cancelling the same or indicating an intention or threatening so to do.

16.5 The Company and its officers and employees comply and have at all times in the 6 years preceding the date of this Agreement complied with Environmental Law in all respects in operating the business of the Company.

34

16.6 The Company has not received any written communication which remains current from any relevant authority alleging any breach of Environmental Law, or where failure to comply with such communication could constitute a breach of Environmental Law or where compliance with such communication could be secured by further proceedings by such relevant authority.

17. Liability

17.1 The Company has not received any written notice of any complaint or claim from any person in respect of Environmental Matters in the last 6 years preceding the date of this Agreement.

17.2 The Company is not and has not in the 6 years preceding the date of this Agreement been engaged in any litigation, arbitration or dispute resolution proceedings or, so far as the Seller is aware, subject to any investigation by any relevant authorities under Environmental Law or otherwise in relation to Environmental Matters and the Seller is not aware of any such matters pending or being threatened.

18. Contamination

18.1 The Property is free from any Hazardous Substance which could give rise (whether on the relevant site or elsewhere) to any actual or potential liability on the part of the Company under Environmental Law.

18.2 There are no circumstances which may require expenditure (whether by the Company or by any other person or authority) in cleaning up or decontaminating the Property.

18.3 There are no properties formerly owned or occupied by the Company other than the Property.

19. Packaging

19.1 [LEFT DELIBERATELY BLANK]

20. Information

20.1 Full details of any remedial work carried out at the Property and of any environmental assessment, audit, review or investigation conducted by or on behalf of the Company during the last 6 years or otherwise in relation to any such sites are set out in or attached to the Disclosure Letter.

35

EMPLOYEES

21. Remuneration and employees

21.1 Full particulars of the identities, dates of commencement of employment (or appointment to office), dates of birth, terms and conditions of employment and remuneration (including any bonus, commission, profit sharing, share and other incentive schemes, pensions schemes and collective or workforce agreements) of all the employees, workers and officers of the Company are accurately set out in the Disclosure Letter and copies of all their written service agreements or contracts of employment or particulars of employment statements are attached to the Disclosure Letter.

21.2 There are no amounts owing to any present or former officers, workers or employees of the Company other than accrued but unpaid salary for the month of this Agreement and none of them is entitled to accrued but unpaid holiday pay in respect of the Company’s current or previous holiday year.

21.3 Other than the equity related bonuses payable to officers of the Company and to be paid by the Seller, the Company does not have any other remuneration arrangements that will become vested or payable as a result of the transaction contemplated by this Agreement.

21.4 There is no person previously employed or engaged by the Company who now has or may have a statutory or contractual right to return to work or to be re-instated or re-engaged by the Company.

21.5 Full details of all employees who have been absent from work for more than four consecutive weeks in the 12 month period ending on the date of this Agreement are contained in the Disclosure Letter.

21.6 The Company has not recognised, or done any act which might reasonably be construed as recognition of, a trade union and the Company is not party to any agreement with any trade union or organisation of employees or workers nor are any steps being taken by employees, workers or other representatives to ensure trade union recognition.

21.7 The Company is not involved, and has not during the 12 months prior to the date of this Agreement been involved, in any strike, lock-out, industrial or trade dispute or any negotiations with any trade union or body of employees or workers.

36

21.8 The Company does not operate or intend to operate and, in the last 3 years, has not operated any short time working scheme or arrangement or any redundancy or redeployment scheme or arrangement, whether formal or informal, contractual or non-contractual, which provides for early retirement, payments greater than those required by statute or for notice periods greater than those set out in the employees’ contracts of employment or engagement.

21.9 The Company does not use the services of outworkers, agency or other self-employed persons, contracted labour or agents.

21.10  So far as the Seller is aware, the Company has in the last 3 years, in relation to all present and former employees and workers, complied in all material respects with all statutes, regulations, orders and codes of conduct relating to employment and relations with employees and trade unions and has complied in all material respects with all agreements for the time being having effect as regards such relations or the conditions of service of its employees (whether collectively or individually) including all payments required to be made on behalf of or for the account of current or former Company employees (including social security contributions and required tax withholding obligations).

22. Pensions

22.1 The Pension Scheme and the Stakeholder Scheme are the only arrangements to which the Company has any liability for the purpose of providing benefits on retirement, death or disability.

22.2 The Company’s sole liability under the Stakeholder Scheme is to pay contributions for retirement benefits and the cost of lump sum death benefit in accordance with the disclosures.

22.3 The Seller has supplied to the Buyer documents containing materially full, accurate and up to date details of the Pension Scheme and of the Company’s obligations and liabilities under it. These documents include, but are not limited to, the following:

22.3.1  all trust deeds, rules, resolutions and other documents establishing, governing or relating to the Pension Scheme;

22.3.2  all announcements and explanatory booklets relating to the Pension Scheme issued to members of the Pension Scheme and to employees of the Company within the last three years;

37

22.3.3  the latest actuarial valuations (and any actuarial certificates since the latest valuation);

22.3.4  the latest trustee report and accounts;

22.3.5  data for all members and beneficiaries (including names, dates of birth, pensionable salaries, dates of starting pensionable service, dates of joining the Company, membership category, whether active, deferred, pensioner or dependant);

22.3.6  latest schedule of contributions and details of all employee and employer contributions (including additional voluntary contributions) which are payable under the Pension Scheme, the bases for calculating these (including any discretionary practices), and details of any salary or bonus sacrifice arrangements;

22.3.7  details of all benefits (including benefits from additional voluntary contributions) which have been agreed or promised to be paid either by the Company or the trustees of the Pension Scheme in addition to or in lieu of benefits payable under the Pension Scheme and the bases for calculating these (including any discretionary practices), any earmarking and pension sharing orders, and any notices of insolvency served on beneficiaries;

22.3.8  letter from HMRC (as defined in Schedule 4) confirming exempt approval, and all other correspondence with HMRC;

22.3.9  contracting-out certificates issued to the Company;

22.3.10  all other administrative records, together with: details of trustees; trustee selection and appointment procedures; internal dispute resolution procedure; registration with the Pension Schemes Registry; statement of investment principles; investment management agreements and custody agreements;

22.3.11  changes which have been agreed but not yet implemented to any information contained in any of the documents listed above; and

22.3.12  the details of those SGS Parties who have committed to transfer their benefits from the Pension Scheme (set out for the avoidance of the doubt in the SGS Parties List).

22.4 The Pension Scheme and the Stakeholder Scheme are both approved as exempt approved schemes (within the meaning of Chapter I of Part XIV ICTA and Chapter

38

IV of Part XIV ICTA respectively), and as far as the Seller is aware there is no reason why this approval in either case could be withdrawn.

22.5  There is in force in respect of each employment with the Company to which the Pension Scheme relates an appropriate contracting-out certificate. There is no reason why any contracting-out certificate could be cancelled, surrendered or varied.

22.6  The Company, the Pension Scheme and the Stakeholder Scheme comply and have at all times complied with all legal and regulatory requirements (including equal treatment and other anti-discrimination requirements and data protection requirements) and the schedule of contributions relevant to the provision of retirement or death benefits, the Pension Scheme and the Company’s participation in the Pension Scheme. The Company complies and has at all time complied with any duty to facilitate access to a stakeholder pension scheme (under section 3 of the Welfare Reform and Pensions Act 1999).

22.7  There are no ongoing claims, disputes, complaints or investigations which relate to the Pension Scheme and the Stakeholder Scheme or to the provision of retirement or death benefits in respect of the participants or former participants in the Pension Scheme and the Stakeholder Scheme.

22.8  All amounts which have fallen due for payment by the Company to and in respect of the Pension Scheme and the Stakeholder Scheme have been paid.

22.9  All lump sum benefits under the Pension Scheme and the Stakeholder Scheme are fully insured.

22.10  The Company has no outstanding liability to pay a debt due to any occupational pension scheme which has been demanded of the Company under section 75 of the Pensions Act 1995.

22.11  No payment or repayment of any of the assets of any occupational pension scheme or cancellation of any outstanding payment to an occupational pension scheme has been made to or for the benefit of the Company.

CONTRACTS

23. Insurance

23.1  So far as the Seller is aware, all insurable assets of the Company are, and have at all material times been, insured in amounts equal to their full replacement or reinstatement value against all risks normally insured against by persons carrying on

39

the same classes of business as the Company and the Company is, and has at all material times been, adequately covered against accident, damage, injury, third party loss, loss of profits and any other risk normally insured against by persons carrying on the same classes of business as the Company.

23.2  A list of all current insurance policies (and summary particulars thereof) in respect of which the Company has an interest is annexed to the Disclosure Letter.

23.3  No written notice of cancellation has been received by the Company in respect of any insurance policy referred to in Warranty 23.1 or, so far as the Seller is aware, pending, nothing has been done or omitted to be done which, so far as the Seller is aware, would make any such policy of insurance of the Company void or voidable or which, so far as the Seller is aware, is likely to result in an increase in premium.

23.4  No insurance claim by the Company is pending or outstanding and, so far as the Seller is aware, no event has occurred which might reasonably be expected to result in any such claim. Summary particulars of all claims made within the past two years under any of the Company’s insurance policies are set out in or attached to the Disclosure Letter.

23.5  A schedule of the Company’s casualty and property insurance policies which have been in effect for the past two years are set out in or attached to the Disclosure Letter.

23.6  None of the Company’s insurance policies referred to in Warranty 23.2, so far as the Seller is aware, are subject to retrospective premium adjustments.

23.7  All of the Company’s insurance policies referred to in Warranty 23.2 except for directors and officers liability and crime insurance, have been issued on “occurrence” policy forms and not “claims-made”.

23.8  Copies of all of the Company’s general liability, product liability and employers’ liability policies issued from 1999 to present have been delivered to the Buyer.

24. Financing etc

24.1  The amount of all overdrafts, loans or other financial facilities outstanding or available to the Company are set out in the Disclosure Letter and, so far as the Seller is aware, no person who provides any of those facilities has given any indication to the Company that it intends to withdraw or alter its terms.

40

24.2 The Company has not procured or (directly or indirectly) engaged in any borrowing or financing not required to be reflected in its statutory accounts.

24.3 The details contained in the Disclosure Letter of the credit or debit balances on all the bank or deposit accounts of the Company were correct at the date stated in the Disclosure Letter and since such date there have been no payments out of any such accounts except in the ordinary course of business and the balances on such accounts are not now substantially different from the balances shown in the Disclosure Letter.

24.4 No indebtedness of the Company is due and payable and no security over any of the assets of the Company is now enforceable.

24.5 So far as the Seller is aware, the Company has, since the Accounting Date, paid its creditors in accordance with their normal credit terms details of which are disclosed in the Disclosure Letter.

25. Material contracts

The Company is not, nor has been since the Accounting Date, a party to any legally-binding Contract which:

25.1 involves sales agency, distributorship, franchising or marketing rights or joint venture or consortium arrangements;

25.2 has an annual value of in excess of £25,000 (plus VAT) and involves hire purchase, conditional sale, credit sale, leasing or hiring arrangements;

25.3 commits it to capital expenditure in excess of £25,000 (plus VAT) in the 12 month period from Completion;

25.4 is scheduled to be completed in accordance with its terms more than 6 months after today’s date;

25.5 so far as the Seller is aware, cannot readily be fulfilled or performed by the Company;

25.6 the Seller believes will result in a loss to the Company in excess of £50,000 in the 12 month period from Completion or which contains price terms which the Seller knows are less than its costs;

25.7 is for the supply of goods or services by or to the Company on terms under which retrospective or future discounts, price reductions or other financial incentives are given;

41

25.8  is for the supply of goods or services by or to the Company which is not on the current standard terms and conditions on which the Company normally contracts to buy or supply goods or services, copies of which are attached to the Disclosure Letter;

25.9  restricts the freedom of the Company to carry on its current business in any part of the world in such manner as it may think fit;

25.10  involves conditions, warranties, indemnities or representations given in connection with a sale of shares or an undertaking or fixed assets in excess of £10,000;

25.11  is a guarantee, indemnity or surety in respect of the obligations of a third party, under which any liability or contingent liability is outstanding;

25.12  includes a term which is not, or may not be, binding on the Company or any other party in consequence of the Unfair Terms in Consumer Contracts Regulations 1999; or

25.13  is not on arm’s length terms or is otherwise than in the ordinary and proper course of the Company’s current business.

26. Other business matters

26.1 During the 12 months ending on the date of this Agreement no material supplier or customer of the Company has substantially changed the basis or terms on which it is prepared to do business with the Company (apart from normal price changes), and no material customer or supplier of the Company has ceased or substantially reduced its business with the Company or, so far as the Seller is aware, indicated in writing to the Company that it intends any such change, cessation or substantial reduction.

26.2 The Company does not carry on business under any name other than its own corporate name or any other name specified in the Disclosure Letter and there are no circumstances which the Seller is aware might prevent the Company from continuing to carry on business under such names.

42

COMPLIANCE, DISPUTES

27. Company law matters

27.1 Compliance has been made with all legal requirements in connection with the formation of the Company and all issues and grants of shares, debentures, notes, mortgages or other securities of the Company.

27.2 The copy of the memorandum and articles of association of the Company attached to the Disclosure Letter is true and complete.

27.3 All returns and other documents required to be filed with or delivered to the Registrar of Companies by the Company have in all material respects been correctly and properly prepared, filed and delivered.

27.4 The statutory books (including all registers and minute books) of the Company have been properly kept.

28. General legal compliance

28.1 The Company has obtained all necessary licences, consents, permits, authorities and permissions (public and private) to enable it to carry on its current business in the places and in the manner in which such business is now carried on. All such necessary licences, consents, permits and authorities are valid and subsisting and have been complied with by the Company in all material respects.

28.2 Save as expressly qualified by awareness (or otherwise) in connection with specific matters in other Warranties, the Company has conducted its business in accordance with all applicable legal and administrative requirements in the United Kingdom and, so far as the Seller is aware, with all applicable legal and administrative requirements outside the United Kingdom.

28.3 Save as disclosed in the Disclosure Letter by express reference to this Warranty 28.3, the Company’s assets do not include any “criminal property” as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

28.4 So far as the Seller is aware, none of the officers, agents or employees of the Company (during the course of his duties in relation to Company) has committed or omitted to do any act or thing in contravention of any law, order, regulation or the like in the United Kingdom or elsewhere.

28.5 So far as the Seller is aware, there is not any investigation or enquiry by, or on behalf of, any governmental agency in respect of the affairs of the Company.

43

29. Fair trading

No agreement, transaction, practice or arrangement carried on by the Company is registered under, infringes or falls within the scope of any competition, anti-restrictive trade practice or consumer protection law or legislation in the United Kingdom or elsewhere or is or, so far as the Seller is aware, has been subject to any investigation, request for information, notice or other communication by any court, governmental or regulatory authority.

30. Litigation

30.1 Neither the Company nor, so far as the Seller is aware, any person for whose acts or defaults the Company is liable is involved (whether as claimant, defendant or other named party to the proceedings) in any civil, criminal, tribunal, arbitration or administrative proceedings which relate to the business of the Company.

30.2 So far as the Seller is aware, there is no outstanding or unsatisfied judgment, decree, order, award or decision of a court, tribunal, arbitrator or governmental agency against the Company and the Company is not party to any legally-binding undertaking or assurance given to a court, tribunal or any similar other person in connection with the determination or settlement of any claim or proceedings.

31. Default

31.1 In the six years preceding the date of this Agreement, the Company has not manufactured, sold or supplied any product or service which did not or does not comply fully with:

31.1.1  all laws, regulations and standards of England and Wales; or

31.1.2  customers’ specifications, any contractual term or any representation expressly made by the Company; or

31.1.3  so far as the Seller is aware, all laws, regulations and standards outside England and Wales.

31.2 In the period since the Accounting Date, the Company has not received written notice that it has supplied or agreed to supply defective or unsafe goods or goods which fail to comply with the prevailing terms of sale.

31.3 Each Contract to which the Company is a party is valid and enforceable and the Company is not in breach of any Contract and, so far as the Seller is aware, no other party to any such Contract is in breach of any material term of it. The Seller is not aware of any grounds for the valid termination, rescission, avoidance or repudiation

44

of any material Contract by the Company and, so far as the Seller is aware, the Company has not received written notice of any such grounds from any other party to any such material Contract.

32. Insolvency

32.1 The Company has not been a party to any transaction at an undervalue as defined in section 238 of the Insolvency Act 1986 nor has the Company given or received any preference as defined in section 239 of the Insolvency Act 1986, in either case within the period of 2 years ending on the date of this Agreement.

32.2 No order has been made or petition presented for the winding up of the Company; no distress, execution or other process has been levied and remains undischarged in respect of the Company and there is no unsatisfied judgment or court order against the Company.

32.3 No administrator has been appointed in respect of the Company and no receiver has been appointed of the whole or any part of the Property, assets or undertaking of the Company.

32.4 The Company has not stopped or suspended the payment of its debts or received a written demand pursuant to section 123(l)(a) Insolvency Act 1986 and the Company is not insolvent or unable to pay its debts within the meaning of section 123 Insolvency Act 1986.

33. Effects of the Agreement

The execution of this Agreement and the observance and performance of its provisions will not result in a breach by the Company of any material Contract, law, regulation, order, judgment, injunction or similar imposition to or by which the Company is legally bound, or, so far as the Seller is aware, entitle any person to terminate or avoid any Contract to which the Company is party.

45

SCHEDULE 4

Taxation

PART 1 - INTERPRETATION

1. Interpretation

In this Schedule 4:

1.1 the following expressions have the following meanings unless inconsistent with the context:

“the Auditors”	the auditors for the time being of the Company
“Accounts Relief”	any Relief to the extent that the same:
	(a)    has been shown as an asset of the Company in the Completion Accounts; or
	(b)    was taken into account in computing (and so reducing or eliminating) any provision for deferred tax which appears in the Completion Accounts or which would have appeared in the Completion Accounts but for the presumed availability of such Relief
“Buyer’s Relief”	any Accounts Relief or a Future Relief
“Completion Accounts”	the completion accounts as agreed or determined in accordance with Schedule 7
“Dispute”	any dispute, appeal, negotiations or other proceedings in connection with a Tax Claim

46

“Event”	any event, fact or circumstance whatsoever, including (but not limited to) the earning, receipt or accrual of any income, profits or gains, the incurring of any loss or expenditure, the Company ceasing to be a member of a group (as defined for any Taxation purpose) on or before Completion, the sale and purchase of the Shares pursuant to this Agreement and Completion
“FA”	Finance Act
“Future Relief”	any Relief which arises as a result of any Event which has occurred or occurs after Completion
“Group Relief”	(a)    any Relief surrendered or claimed pursuant to Chapter IV of Part X ICTA;
	(b)    any advance corporation tax surrendered or claimed pursuant to section 240 ICTA;
	(c)    any refund of Taxation surrendered or claimed pursuant to section 102 FA 1989; and
	(d)    any Relief obtained as a result of an election made jointly with another company pursuant to section 171A or 179A of the TCGA or pursuant to paragraph 66 of schedule 29 FA 2002
“HMRC”	HM Revenue & Customs or, as the context so requires, any of its predecessor authorities, including (without limitation) the Inland Revenue and HM Customs & Excise

47

“Liability to Taxation”	(a)    any liability of the Company to make an actual payment of Taxation or of an amount in respect of Taxation (whether or not the Company is primarily so liable and whether or not the Company has any right of recovery against any other person); and
	(b)    the use by the Company (in whole or in part) of any Buyer’s Relief to reduce or eliminate any liability of the Company to make an actual payment of Taxation in respect of which the Seller would otherwise have been liable under paragraph 2; and
	(c)    the loss by the Company (in whole or in part) of any Accounts Relief
“Over-provision”	the amount by which any provision for Taxation in the Completion Accounts proves to be an over provision other than as a result of:
	(a)    the utilisation of any Buyer’s Relief; or
	(b)    any change of law or Taxation Statue announced or taking effect after Completion
“Relief”	any relief, allowance, exemption, set-off, deduction or credit available from, against or in relation to Taxation or in the computation for any Taxation purpose of income, profits or gains and any right to a repayment of Taxation
“Repayment”	a repayment by any Taxation Authority after Completion of any Taxation paid on

48

	or before Completion by the Company due to an overpayment of Taxation on or before Completion (other than a repayment which is shown as an asset in the Completion Accounts, a repayment which arises as a result of the utilisation of any Buyer’s Relief, a repayment that arises as a result of a change of law or Taxation Statue announced or taking effect after Completion and other than an amount to which paragraph 7 applies), together with any associated interest or repayment supplement
“Saving”	the reduction or elimination of any liability of the Company to make an actual payment of Taxation in respect of which the Seller would not have been liable under paragraph 2 or the obtaining of any repayment of Taxation by, in any such case, the use of any Relief which would not otherwise have been available (not being a Buyer’s Relief) arising as a result of a Liability to Taxation in respect of which the Seller has made a payment under paragraph 2
“Seller’s Group”	the Seller and any company which is, has been or will be at any time a member of the same group as the Seller for any Taxation purpose, excluding the Company and references to a member of the Seller’s Group shall be construed accordingly.
“Seller’s Relief”	any Relief which is or becomes available to the Company as a result of any Event occurring on or before Completion other than a Buyer’s Relief

49

“Taxation”	(c)    any tax, duty, impost or levy of the United Kingdom or elsewhere, whether national or local and including for the avoidance of doubt national insurance and social security contributions but not including local authority rates payable in respect of the Property; and
	(d)    any fine, penalty, surcharge, interest or other imposition relating to any tax, duty, impost or levy mentioned in paragraph(a) of this definition or relating to any account, record, form, return or computation required to be kept, preserved, maintained or submitted to any person for the purposes of any such tax, duty, impost or levy
“Taxation Authority”	any authority, whether of the United Kingdom or elsewhere, competent to impose, assess or collect Taxation, including but not limited to HMRC
“Taxation Statute”	any statute (and all regulations and other documents having the force of law under such statute) published, enacted, issued or coming into force on or before the date of this Agreement relating to Taxation
“Tax Claim”	any notice, demand, assessment, letter or other document issued, or action taken, by or on behalf of any Taxation Authority and the submission of any Taxation form, return or computation from which, in either case, it appears to the Buyer that the Company is or may be subject to a Liability to Taxation or other liability in

50

	respect of which the Seller is or may be liable under paragraph 2
“TCGA”	Taxation of Chargeable Gains Act 1992
“VAT”	value added tax
“VATA”	Value Added Tax Act 1994
“VAT Group”	any group of companies for the purposes of section 43 VATA of which the Company is or has been a member on or before Completion

1.2 references to Events include Events which are deemed to have occurred for any Taxation purpose and references to income, profits or gains earned, received or accrued for any Taxation purpose include income, profits or gains which are deemed to have been earned, received or accrued for any Taxation purpose;

1.3 references to the loss of a Relief include the disallowance of a Relief and the failure to obtain a Relief (whether as a result of the surrender of the Relief to another company or otherwise); and

1.4 any stamp duty which is charged on any document, or in the case of a document which is outside the United Kingdom any stamp duty which would be charged on the document if it were brought into the United Kingdom, which is necessary to establish the title of the Company to any asset or in the enforcement or production of which the Company is interested, and any interest, fine or penalty relating to such stamp duty, will be deemed to be a liability of the Company to make an actual payment of Taxation.

PART 2 - TAX COVENANT

2. Covenant

2.1 Subject to paragraph 3, the Seller covenants with the Buyer to pay to the Buyer an amount equal to the amount of:

2.1.1  any Liability to Taxation which has arisen or arises as a result of or in connection with any Event which occurred on or before Completion;

2.1.2  any Liability to Taxation for which the Company becomes liable in consequence of the failure by any company which has at any time (whether

51

before or after Completion) been a member of a group (as defined from time to time for any Taxation purpose) of which the Company has at any time prior to Completion been a member to discharge Taxation within a specified period or otherwise;

2.1.3  any liability which arises at any time to the Company to account under the PAYE system for income tax or national insurance contributions in respect of an option or other right to acquire securities granted prior to Completion by the Company or by any other person or in respect of any employment-related securities (as defined for the purposes of Part 7 Income Tax (Employment and Pensions) Act 2003) acquired whether or not as a result of the exercise of such a right or option;

2.1.4  any liability of the Company under any agreement or arrangement entered into on or before Completion:

2.1.4.1  to make any payment or repayment to any person of any amount in respect of or relating to any Group Relief; or

2.1.4.2  relating to any VAT Group;

2.1.5  any amount treated as an asset in the Completion Accounts which consists of the right to receive any payment for or in respect of Group Relief which the Company fails to recover; and

2.1.6  any reasonable costs, fees or expenses (including legal costs) incurred by the Company or the Buyer in connection with:

2.1.6.1  any matter in respect of which the Seller is liable under paragraphs 2.1.1 to 2.1.5; or

2.1.6.2  successfully taking or defending any action (including but not limited to legal proceedings) under this paragraph 2.1.

2.2 Except as required by law all payments by the Seller under this paragraph 2 will be made free and clear of all deductions and withholdings.

2.3 Subject to paragraph 2.4, if any deduction or withholding is required to be made from any payment by the Seller under this paragraph 2 or if (ignoring any available Relief or right to repayment of Taxation) the Buyer is subject to Taxation in respect of any payment by the Seller under this paragraph 2, the Seller covenants with the Buyer to pay to the Buyer such additional amount as is necessary

52

to ensure that the net amount received and retained by the Buyer (after taking account of such deduction or withholding or Taxation) is equal to the amount which it would have received and retained had the payment in question not been subject to the deduction or withholding or Taxation.

2.4 In the event that there has been an assignment, charge or other dealing by the Buyer of all or any of its rights under this Agreement then the Seller shall not be required to pay any greater amount pursuant to paragraph 2.3 than it would have been required to pay if no such assignment, charge or other dealing by the Buyer had taken place.

3. Quantification

For the purposes of paragraph 2 the amount of a Liability to Taxation will be equal to the actual payment of Taxation made save that:

3.1.1  in the case of the loss of an Accounts Relief, the amount of the Liability to Taxation will be equal to the amount of Taxation which would otherwise have been saved assuming for this purposes that the Company had sufficient profits to use the Relief or if the Accounts Relief lost was a right to a repayment of Taxation, the amount of the repayment of Taxation so lost;

3.1.2  in the case of the use of a Buyer’s Relief as mentioned in paragraph (b) of the definition of Liability to Taxation, the amount of the Liability to Taxation will be equal to the amount of Taxation saved by the Company as a result of the use of the relevant Buyer’s Relief.

4. Exclusions

The Seller will not be liable under paragraph 2 in respect of a Liability to Taxation or other liability of the Company to the extent to which:

4.1 such Liability to Taxation or other liability was discharged on or before Completion and the discharge of such Liability to Taxation or other liability was recognised in the Completion Accounts; or

4.2 specific provision, reserve or allowance was made in the Completion Accounts for such Liability to Taxation or other liability or such Liability to Taxation was specifically taken into account when calculating the amount or any general provision, reserve or allowance in respect of Taxation which was made in the Completion Accounts; or

53

4.3 payment has already been made in respect of such Liability to Taxation or other liability under this Part 2 or Part 3 of this Schedule 4;

4.4 any member of the Seller’s Group has made payment in respect of the Liability to Taxation pursuant to sections 767A and 767AA ICTA 1988 or any other provisions imposing liability on any member of the Seller’s Group for Taxation primarily chargeable against the Company provided that the provisions of this paragraph 4.4 shall not apply unless and to the extent that the Seller shall procure that no member of the Seller’s Group or any other person shall make any claim against the Company or the Buyer under any statutory or contractual indemnity or other right of recovery in respect of any amount paid by any member of the Seller’s Group or other person in respect of such Taxation; or

4.5 such Liability to Taxation or other liability would not have arisen but for a change in legislation (including but not limited to an increase in rates of Taxation) or in the published practice of any Taxation Authority first enacted or announced after Completion, or such Liability to Taxation or other liability would not have arisen but for the decision of any court or tribunal after the date of Completion; or

4.6 any Seller’s Reliefs are available at no cost to the Company or the Buyer to, and actually do, relieve or mitigate that Liability to Taxation; or

4.7 the Liability to Taxation arises or is increased as a result of any change made after Completion to the accounting period or the accounting policy or practice of or applicable to the Company save where such change is made to comply with standard accounting policies or practice in force and applicable to the Company as at Completion; or

4.8 the Liability to Taxation would not have arisen or would have been reduced or eliminated but for:

4.8.1  the making of a claim, election, surrender or disclaimer or the giving of a notice or consent or the doing of any other thing after Completion by the Buyer or the Company (other than (a) at the written request by or on behalf of the Seller or (b) where the making, giving or doing of which was taken into account in computing any provision or reserve for Taxation in the Completion Accounts); or

4.8.2  the failure or omission on the part of the Company after Completion to make any valid claim, election, surrender or disclaimer or give any notice or consent or do any other thing the making, giving or doing of which was

54

taken into account in computing any provision or reserve for Taxation in the Completion Accounts; or

4.9 the Liability to Taxation arises or is increased as a result of the failure by the Buyer to comply with any of its obligations under paragraph 9 (Conduct of Claims) or paragraph 12 (Tax Returns) of this Schedule; or

4.10 such Liability to Taxation or other liability would not have arisen but for a voluntary act, transaction or omission of the Company or the Buyer after Completion other than:

4.10.1  pursuant to a legally binding commitment created on or before Completion;

4.10.2  at the written request by or on behalf of the Seller;

4.10.3  in the ordinary course of business of the Company as carried on at Completion; or

4.10.4  to comply with any Taxation Statute or other law or regulation (whether in force at Completion or not); or

4.11 the Liability to Taxation would not have arisen but for the winding up of, or the cessation of the trade or business of, the Company, or any change in the nature or conduct of such trade or business, where the winding up, cessation or change occurs after Completion.

5. Due Date for Payment

5.1 The due date for the making of a payment by the Seller under this Part 2 of this Schedule 4 will be:

5.1.1  the date falling 5 Business Days after the Buyer has served notice on the Seller demanding such payment; or

5.1.2  in any case involving a liability of the Company to make an actual payment (whether or not a payment of Taxation), the later of the date mentioned in paragraph 5.1.1 and the date falling 5 clear Business Days before the last date upon which the payment is required to be made to the person entitled to the payment; or

5.1.3  in any case involving the loss of an Accounts Relief other than the right to repayment of Taxation, the later of the date mentioned in paragraph 5.1.1 and the date falling 5 clear Business Days before the last date upon which

55

the payment of Taxation is or would be required to be made in respect of the accounting period in which the Accounts Relief is lost.

5.2 If any payment required to be made by the Seller under this Part 2 of this Schedule 4 is not made by the due date, then, except to the extent that the Seller’s liability under paragraph 2 compensates the Buyer for the late payment by virtue of the definition of the expression “Taxation” in paragraph 1.1 extending to interest, such payment will bear interest from the due date for payment at the annual rate of 1.5 per cent. above the base lending rate from time to time of Barclays Bank PLC, accruing on a daily basis until payment is made, whether before or after any judgment.

6. Time limit

6.1 The Seller will not be liable under paragraph 2 in respect of a Liability to Taxation or other liability of the Company unless within seven years after Completion the Buyer has given notice to the Seller of any Tax Claim whatsoever relating to such Liability to Taxation or other liability, or of any Event which may give rise to such a Tax Claim.

6.2 The time limit in paragraph 6.1 will not apply in any case involving dishonest or fraudulent or negligent conduct on the part of the Seller, any company which has at any time been a member of the same group (as defined for any Taxation purpose) as the Seller or any person acting on behalf any of the foregoing companies.

7. Recovery from other persons

7.1 If the Buyer or the Company recovers from any other person (including any Taxation Authority but excluding the Buyer, any other member of the same group of companies as the Buyer and any officer or employee of any such company) any amount which is referable to a Liability to Taxation or other liability of the Company in respect of which the Seller has made or is liable to make a payment under paragraph 2, that amount shall be dealt with in accordance with paragraph 7.3.

7.2 If the Buyer becomes aware that the Buyer or the Company is entitled to recover any amount mentioned in paragraph 7.1, the Buyer will as soon as reasonably practicable thereafter give notice of that fact to the Seller and provided that the Seller indemnifies and secures (by way of monies on account) the Company and the Buyer to the reasonable satisfaction of the Buyer against all losses, costs, damages and expenses which may be incurred thereby, the Buyer will and will procure that the Company, at the Seller’s cost and expense, takes such action as the Seller may reasonably and promptly request by notice in writing to the Buyer to effect such recovery.

56

7.3 If the Buyer or the Company makes any recovery as is mentioned in paragraph 7.1 then an amount (“the Recovered Amount”) equal to the amount so recovered less any losses, costs, damages and expenses incurred by the Company, the Buyer or any other member of the same group of companies as the Buyer as a result of the recovery of that amount and less any Taxation in respect of such recovery shall

7.3.1  first be set off against any amount then due to the Buyer from the Seller under any provision of this Agreement; and

7.3.2  there shall be repaid to the Seller an amount equal to the lesser of:

7.3.2.1  the Recovered Amount to the extent not set off as mentioned in paragraph 7.3.1; and

7.3.2.2  the amount paid by the Seller under paragraph 2 in respect of the Liability to Taxation or other liability in question less any part of such amount previously repaid to the Seller under any provision of this Agreement or otherwise.

8. Over-Provisions, Repayments and Savings

8.1 If the Buyer discovers (or is made aware) that:

8.1.1  there is an Over-provision; or

8.1.2  the Company has obtained a Repayment; or

8.1.3  the Company has obtained a Saving

the Buyer shall give or shall procure that the Company gives such details as are then known to the Buyer to the Seller.

8.2 If (at the Seller’s request and expense) the Auditors determine that the Company has obtained a Saving and the amount of such Saving, the Buyer will as soon as reasonably practicable after the amount of the Saving is determined by the Auditors in accordance with paragraph 8.1, repay to the Seller the lesser of:

8.2.1  the amount of the Saving (as determined by the Auditors); and

57

8.2.2  the amount paid by the Seller under paragraph 2 in respect of the Liability to Taxation which gave rise to the Saving less any part of that amount previously repaid to the Seller under any provision of this Agreement or otherwise.

8.3 If (at the Seller’s request and expense) the Auditors determine that there is an Over-provision or that the Company has obtained a Repayment and the amount of such Over-provision or, as the case may be, Repayment, the Buyer will as soon as reasonably practicable after the amount of the Over-provision or the Repayment:

8.3.1  set off the amount of such Over-provision or Repayment against any payment then due from the Seller under this Agreement;

8.3.2  to the extent that there is an excess, refund to the Seller any previous payment or payments made by the Seller under part 2 of this schedule 4 to the extent not previously refunded under this paragraph 8 or any other provision of this agreement; and

8.3.3  to the extent that the excess referred to in paragraph 8.3.2 is not exhausted under that paragraph, the remainder shall be carried forward and set against any payment thereafter becoming due from the Seller under any provision of this Agreement.

8.4 The Company will be entitled to use in priority to any Relief which gives rise to a Saving any other Relief available to it (including by way of surrender by another company to it) to reduce or eliminate any liability to make an actual payment of Taxation.

8.5 The Company will not obtain a Saving until the last date upon which it would have been obliged to make the actual payment of Taxation which has been reduced or eliminated in order to avoid incurring interest thereon or, as the case may be, has obtained from the relevant Taxation Authority the repayment of Taxation in question.

8.6 Where any such determination as is mentioned in paragraph 8.2 or paragraph 8.3 has been made, the Seller or the Buyer (in either case at the expense of the person requesting the review) may request the Auditors to review such determination in the light of all relevant circumstances, including any facts which have become known only since such determination, and to certify whether such determination remains correct or whether, in the light of those circumstances, the amount that was the subject of such certification should be amended.

58

8.7 If the Auditors determine under paragraph 8.5 that an amount previously determined should be amended, that amended amount shall be substituted for the purposes of paragraph 8.2 or, as the case may be, paragraph 8.3 as the amount of the Saving, Over-provision, or Repayment in respect of the determination in question in place of the amount originally determined, and such adjusting payment (if any) as may be required by virtue of the above-mentioned substitution shall be made as soon as practicable by the Seller or (as the case may be) to the Seller pursuant to paragraph 8.2 or, as the case may be, paragraph 8.3.

8.8 In making any determination or amended determination pursuant to this paragraph 8, the Auditors will act as experts and not as arbitrators and their determination will (in the absence of manifest error) be conclusive and binding on the parties.

9. Conduct of Claims

9.1 If the Buyer or the Company becomes aware after Completion of a Tax Claim or any other matter which may give rise to a claim against the Seller under paragraph 2 of this Schedule, the Buyer shall as soon as reasonably practicable thereafter give written notice of the Tax Claim or other matter to the Seller provided that the giving of such notice will not be a condition precedent to the liability of the Sellers under paragraph 2.

9.2 Subject to paragraph 9.4 and provided that the Seller indemnifies and secures (by way of monies on account) the Company and the Buyer to the reasonable satisfaction of the Buyer against all losses, costs, damages and expenses (including interest or surcharge on overdue Taxation) which may be incurred thereby, the Buyer will procure that the Company, at the Seller’s cost and expense, takes such action and gives such information and assistance in connection with the Taxation affairs of the Company as the Seller may reasonably and promptly request by notice in writing to the Buyer to dispute, appeal against, settle or compromise any Tax Claim, including applying to postpone (so far as legally possible) the payment of any Taxation but not including allowing the Seller or its advisors to take on or take over the conduct of any Dispute.

9.3 Subject to paragraphs 9.4 and 9.5, and to compliance by the Sellers with paragraph 9.2 in relation to any Dispute, the Buyer will not, and will procure that the Company will not, without the prior written consent of the Seller, such consent not to be unreasonably withheld or delayed:

9.3.1  transmit any communication (whether written or otherwise) to any Taxation Authority;

59

9.3.2  settle or compromise the relevant Tax Claim; or

9.3.3  agree any matter which is likely to adversely affect the amount of the relevant Tax Claim.

9.4 The Buyer will not be required to take or procure that the Company will take any action mentioned in paragraph 9.2:

9.4.1  which it considers to be materially prejudicial to the Taxation affairs of the Company or the Buyer; or

9.4.2  which involves contesting a Tax Claim beyond the first appellate body (excluding the Taxation Authority which has made the Tax Claim) in the jurisdiction concerned unless the Seller obtains (at the Seller’s cost and expense) the opinion of tax counsel of at least five years’ call that it is reasonable in all circumstances to make such an appeal.

9.5 If the Seller fails promptly (and in any event within 10 Business Days of the Buyer giving notice requiring the Sellers to do so) to inform the Buyer of any action which the Seller wishes the Buyer to procure the Company to take under paragraph 9.2, the Buyer will be entitled to procure that the Company settles or compromises any Tax Claim on such terms as it determines in its absolute discretion.

10. Counter-Indemnity

10.1 The Buyer hereby covenants with the Seller to pay to the Seller, by way (so far as legally possible) of adjustment to the consideration paid by the Buyer to the Seller under the Agreement, an amount equal to any liability of the Seller, or any other person falling within Section 767A(2) or 767AA(4) ICTA, section 132 (3) FA 1988, section 190 (3) TCGA, paragraph 68 of Schedule 29 or paragraph 8(2) of Schedule 34 FA 2002 by virtue of a relationship which that person has or has had with the Seller, to tax (and any related interest, penalties, costs and expenses) under Sections 767A, 767AA, 767B ICTA, section 132 FA 1988, section 190 TCGA or paragraph 68 of Schedule 29 or paragraph 8 of Schedule 34 FA 2002 as a result of the Buyer’s failure to procure payment by the Company of any Taxation payable by it.

10.2 The undertaking contained in paragraph 10.1 will not apply to any Taxation in respect of which the Buyer could make a claim under this Schedule 4 or to any Taxation which the Seller or any other such person as is mentioned in paragraph 10.1 will have recovered from the Buyer under any statutory right of

60

recovery (save in either such case in circumstances where the Seller has paid an amount in respect of the Taxation in question to the Buyer and the relevant liability of the Company nevertheless remains unpaid) and the Seller will procure that no recovery under such statutory right is sought to the extent that payment has been made to the Seller by the Buyer under paragraph 10.1 in respect of that Taxation.

10.3 The covenant contained in paragraph 10.1 shall extend to any costs incurred by the relevant member of the Seller’s Group in connection with such Taxation as is mentioned in paragraph 10.1 or a claim under paragraph 10.1.

10.4 Paragraphs 2.3, 5 and 9 shall apply to the covenant contained in this paragraph 10 as they apply to the covenants contained in paragraph 2, replacing references to the Seller by the Buyer (and vice versa) and making any other necessary modifications.

11. Group Relief

11.1 The Seller may, by notice in writing to the Buyer, elect to reduce or eliminate any liability under this covenant by surrendering or procuring the surrender to the Company of Group Relief to the extent permitted by law but without any payment being made by the Buyer or the Company in consideration of the surrender. The liability of the Seller under this covenant shall be reduced or eliminated to the extent of the amount of Taxation in question is actually relieved by any such surrender. The Buyer shall procure that the Company takes all such steps as the Seller may reasonably request by notice in writing to the Buyer to permit and effect such surrender and claim for Group Relief.

11.2 The Seller may, by notice in writing to the Buyer, elect to reduce or eliminate any liability under this covenant, where permitted by law, by making a joint election with the Company concerned such that the liability is either re-allocated to a member of the Seller’s Group or is rolled over into assets of the Seller’s Group. The liability of the Seller under this covenant shall be reduced or eliminated to the extent of the amount of Taxation of the Company relieved by any such election. The Buyer shall procure that the Company takes all such steps as the Seller may reasonably require to permit and effect such joint election. The Seller shall or shall procure that another member of the Seller’s Group enter into a joint election with the Company under section 179A of the TCGA in respect of the deemed disposal by the Company of the three leasehold interests in properties in Hull.

11.3 The Seller shall not and shall procure that no member of the Seller’s Group shall withdraw its consent to the surrender of losses by way of Group Relief to the Company in respect of any period (or part of a period) ending on or before Completion

61

11.4 In respect of the accounting period ended on 31^st December 2005 the Seller shall be entitled to require the Company to consent to and accept the surrender of group relief pursuant to Chapter IV of Part X ICTA to it to the extent that it can utilise the same, and the Buyer shall procure that the Company shall accept such surrender subject to receipt by the Buyer of a notice in writing from the Seller requiring the acceptance of such surrender and specifying the amount of trading losses or other eligible amounts which are to be surrendered by way of Group Relief pursuant to the said Chapter IV by the Seller. The Buyer shall procure that the Company takes all such steps as the Seller may reasonably request by notice in writing to the Buyer to permit and effect such surrender and claim for group relief. The obligations of the Buyer under this paragraph 11 are subject to the Seller, if requested by the Buyer, entering into a group relief agreement with the Company pursuant to section 402(6) of ICTA in respect of the surrender of Group Relief requested by the Seller.

11.5 The amount of Group Relief which (for the purposes of paragraph 11.4) may be utilised by the Company shall be determined by the Buyer.

11.6 The Buyer shall procure that the Company shall pay 30 per cent, of the amount of Group Relief validly surrendered pursuant to paragraph 11.4 and which the Company is actually able to utilise to reduce the amount of Taxation which would otherwise have been payable by it and in respect of which the Buyer is not entitled to make any claim against the Seller under Part 2 of this Schedule or under the Warranties in Part 3 of this Schedule on or before the later of (a) the date or dates on which such Taxation would otherwise have been payable by the Company but for such surrender, or if such Taxation has been paid, within three days of repayment of the same and (b) three days after the date on which HMRC agree in writing to the validity of such Group Relief claim and the reduction in the Company’s Taxation liability for the relevant accounting period as a result of such Group Relief claim.

11.7 If any part of the amounts so surrendered shall not be allowed to the Company by way of relief from corporation tax, the Seller shall refund to the Company the amount paid by the Company in respect of that part of the amount so surrendered immediately on its receiving notice (whether from the Company or the relevant Tax Authority) that such amounts were not so allowed.

62

12. Tax Returns

12.1 The Seller or its duly authorised agents shall at the cost of the Seller prepare the tax returns of the Company for the accounting periods ended on 31 December 2004 to the extent that the same shall not have been prepared before Completion (the “Outstanding Returns”).

12.2 The Buyer shall at the cost of the Company procure the Company to cause the Outstanding Returns to be authorised, signed and submitted to the appropriate authority without amendment or with such amendments as the Seller and the Buyer shall agree in writing provided that nothing in this paragraph 12 shall oblige the Buyer to procure the Company to authorise, sign and submit any return which the Buyer, the Company or the directors of the Company do not consider to be complete and accurate in all respects. The Buyer shall procure that the Company shall give the Seller or its agents all such reasonable assistance as may be required by the Seller by notice in writing to the Buyer to prepare the Outstanding Returns.

12.3 If there is any dispute between the Buyer and the Seller as to the amendments which should be made to any Outstanding Return then the dispute shall be referred to the Auditors (acting as experts and not as arbitrators) and whose decision shall (in the absence of manifest error) be final and binding on the parties but subject always to the proviso to paragraph 12.2.

12.4 In the event of any conflict between the provisions of this paragraph 12 and paragraph 9, the provisions of paragraph 9 shall prevail.

12.5 The Buyer will procure that the Company does not (other than at the written request of the Seller or as required by law or any Taxation Authority) amend or withdraw any return or computation or any claim, election, surrender or consent made by the Company in respect of any accounting periods ended on or before Completion without the prior written consent of the Sellers (such consent not to be unreasonably withheld or delayed).

13. General

All payments by the Seller under this Part 2 of this Schedule 4 will be treated as repayments by the Seller of the consideration paid for the Shares pursuant to this Agreement, provided that this paragraph 13 will not operate in any way to limit the liability of the Seller under this Part 2 of this Schedule 4.

63

PART 3 - TAX WARRANTIES

14. Taxation Warranties

14.1 Ail notices, returns, computations, registrations and payments which should have been made by the Company for any Taxation purpose have been made within the requisite periods and are up-to-date, correct and on a proper basis and none of them is or, so far as the Seller is aware, is likely to be the subject of any dispute with any Taxation Authority.

14.2 The Company has duly and properly made all Taxation claims, disclaimers, elections and surrenders and given all notices and consents and done all other things in respect of Taxation the making, giving or doing of which was assumed to have been made for the purposes of the balance sheet comprised in the Accounts.

14.3 The Company has deducted and properly accounted to the appropriate Taxation Authority for all amounts which it has been obliged to deduct or otherwise account in respect of Taxation (whether under the Pay as You Earn system or otherwise), has complied fully with all reporting requirements relating to all such amounts and has (where required by the applicable Taxation Statute) duly provided certificates of deduction of tax to the recipients of payments from which deductions have been made.

14.4 The Company maintains complete, correct and up-to-date records which are necessary for all Taxation purposes.

14.5 The Company is not involved in any dispute with any Taxation Authority concerning any matter likely to affect in any way the liability of the Company to Taxation and so far as the Seller is aware there are no circumstances which are likely to give rise to such a dispute.

14.6 The Company has not within the seven years ending on the date of this Agreement entered into or been a party to any scheme, arrangement or transaction having no commercial purpose but which is designed partly or wholly for the purpose of avoiding or deferring Taxation or reducing a liability to Taxation.

14.7 If each of the capital assets of the Company owned at the Accounting Date was disposed of for a consideration equal to the book value of that asset in, or adopted for the purpose of, the balance sheet comprised in the Accounts or, in the case of assets acquired since the Accounting Date, equal to the consideration given on acquisition, no liability to corporation tax on chargeable gains or balancing charge under the Capital Allowances Act 2001 would arise (and for this purpose there will be disregarded any relief available to the Company other than amounts falling to be deducted from the consideration receivable under section 38 TCGA).

64

14.8  Since the Accounting Date no event has occurred outside the ordinary course of business of the Company which has given rise or will or may give rise to any liability to Taxation on the Company.

14.9  The Company is not and has not been since the date of its acquisition by the Seller a close investment-holding company within the meaning of section 13A ICTA.

14.10  The Company has not within the seven years ending on the date of this Agreement made any loan or advance or effected any transaction falling within section 419, 421 or 422 ICTA or released or written off or agreed to release or write off the whole or any part of any such loans or advances

14.11  The Company has not within the seven years ending on the date of this Agreement made a transfer of value which is or may be liable to Taxation under the provisions of section 94 Inheritance Tax Act 1984.

14.12  The Company has not:

14.12.1  at any time within the six years ending on the date of this Agreement acquired any asset from any company which at the time of the acquisition was a member of the same group of companies as defined in section 170 TCGA;

14.12.2  at any time within the seven years ending on the date of this Agreement been a party to any such reconstruction as is described in section 343 ICTA

14.12.3  surrendered or claimed or agreed or arranged to surrender or claim any amount by way of Group Relief pursuant to sections 402 to 413 (inclusive) ICTA since the Accounting Date and is not under any obligation (contingent or otherwise) to make any payment for Group Relief or to make repayment of any payment of Group Relief received by the Company on or before Completion;

14.12.4  at any time within the seven years ending on the date of this Agreement entered into an election pursuant to section 171A or section 179A TCGA or paragraph 66 of Schedule 29 FA 2002 whereby a disposal or deemed disposal of an asset by the Company was treated as having been made by another member of the same group of companies or a disposal of an asset by another member of the same group of companies was treated as having been made by the Company.

65

14.13  The Company has not at any time been subject to Taxation in any jurisdiction outside the United Kingdom or had a branch outside the United Kingdom or any permanent establishment (as that expression is defined in the respective double taxation relief orders current at the date of this Agreement) outside the United Kingdom.

14.14  There is no outstanding Inland Revenue charge (as defined in section 237 Inheritance Tax Act 1984) over any asset of the Company or over any of the Shares.

14.15  The Company is duly registered, is a taxable person for the purposes of VAT and such registration is not subject to any conditions imposed by or agreed with the Commissioners of Customs and Excise and has complied in all respects with all statutory requirements, orders, provisions, directions or conditions relating to VAT.

14.16  The Company is not and never has been a member of a group for the purposes of section 43 VATA.

14.17  The Company has no interest in any asset to which Part XV Value Added Tax Regulations 1995 applies nor has made any election under paragraph 2(1) Schedule 10 VATA.

14.18  There is set out in the Disclosure Letter an analysis of intangible assets owned by the Company showing those acquired before and those acquired on or after 1 April 2002 and details of the tax values and accounting values of each asset are also disclosed in the Disclosure Letter.

14.19  All documents which are liable to stamp duty and which confer any right upon the Company have been duly stamped and no document which confers any right upon the Company and which is outside the United Kingdom would attract stamp duty if it were brought into the United Kingdom and there is no liability to any penalty in respect of such duty or circumstances which may give rise to such a penalty.

14.20  The Company has not, in the seven years ending on the date of this Agreement, incurred or otherwise been under a liability to stamp duty reserve tax and there are no circumstances at the date of this Agreement which may result in the Company being so liable.

14.21  Within the three years ending on the date of this Agreement, the Company has not made any claim for relief or exemption under section 42 FA 1930, section 151 FA 1995 or section 75, 76 or 77 FA 1986.

66

14.22  The Company is not registered or liable to be registered for the purposes of Insurance Premium Tax, Landfill Tax, Aggregates Levy or Climate Change Levy.

14.23  Stamp duty land tax has been paid in full in respect of all estates or interests in land acquired on or after 1 December 2003 by the Company and there are no contingent liabilities or requirements to submit a further land transaction and no arrangements capable of giving rise to a further charge to stamp duty land tax.

14.24  The Company has not claimed relief from stamp duty land tax under Part 1 (group relief) or Part 2 (reconstruction and acquisition relief) of Schedule 7 FA 2003 in relation to any estate or interest in land that has been transferred to it.

14.25  The Company has not undertaken within the seven years ending on the date of this Agreement, or agreed to undertake, any transaction which is otherwise than on fully arm’s length terms and there are no circumstances which could cause any Taxation Authority to make or require to be made any adjustment to the terms on which such transaction is treated as taking place.

14.26  Documentation is available to demonstrate the criteria taken into account in determining arm’s length terms for transactions between the Company and the Seller or any party or parties with which the Sellers is connected.

14.27  The Company has not by reason of being connected with the Seller obtained the benefit of a loan on more favourable terms than it would have received in the absence of such relationship.

14.28  The Balance Sheet fully provides for all Taxation (on the basis of the rates applicable to the financial year which ended on the Accounting Date) for which the Company is or may become liable or be assessed to on or in respect of or by reference to:

14.28.1  the profits, gains, income and earnings (whether actual or deemed) for any period ended on or before the Accounting Date; or

14.28.2  any distributions (within the meaning of Part VI or section 418 ICTA) made or deemed to be made on or before the Accounting Date; or

14.28.3  any other transaction entered into or deemed for any Taxation purposes to have been entered into on or before the Accounting Date.

14.29  The chargeable gain treated as realised by the Company under section 179 TCGA and which would arise in the Company as a result of the transfer of the 3 leasehold interests in Hull (which are part of the Property) to the Company and the Company ceasing to be a member of the same group (as defined by section 170 TCGA) as the Seller, in the absence of a valid election under section 179A TCGA to treat such chargeable gain as realised by the Seller, would be £1,000.

67

SCHEDULE 5

Completion Arrangements

At Completion the following will take place:

1. Items For Delivery

The following items will be produced and delivered by the Seller:

Share Transfers

1.1 Executed transfers of the Shares in favour of the Buyer together with the share certificates for the Shares (or in the case of any lost certificate an indemnity satisfactory to the Buyer in relation to it).

1.2 Any waiver, consent or other document necessary to give the Buyer full legal and beneficial ownership of the Shares.

Authorisations

1.3 A copy of a resolution of the board of directors (certified by a duly appointed officer as true and correct) of the Seller authorising the execution of and the performance by the Seller of its obligations under each of the documents to be executed by it.

1.4 If the Buyer requests, a power of attorney in the agreed terms by the registered holder of the Shares which enables the Buyer to attend and vote at general meetings of the Company.

Resignations and Appointments

1.5 A letter of resignation in the agreed terms from the following officers of the Company:

1.5.1  Stefania Maria Dorudottir; and

1.5.2  Daniel Marco Bejarano.

1.6 A copy of a letter to the Company from its auditors resigning from office with effect from Completion and containing the statement required by section 394 CA 1985, the original letter being deposited at the registered office of the Company.

68

Company Documentation

1.7 The certificate of incorporation, any certificate(s) of incorporation on change of name, the common seal (if any) and the statutory books and registers (which will be written up to but not including Completion) of the Company.

1.8 All deeds and documents relating to the title of the Company to the Property (which shall be delivered where they are located at HM Land Registry or the Company’s solicitors).

1.9 All cheque books in current use of the Company (which shall be delivered at the Property).

1.10 All papers, books, records, keys, credit cards and other property (if any) of the Company which are in the possession or under the control of the Seller or any other person who resigns as a director or secretary of the Company in accordance with this Schedule (which shall be delivered at the Property).

Financial

1.11 A copy of the bank mandate of the Company and copies of bank statements in respect of each account of the Company as at the close of business on the last Business Day prior to Completion.

Miscellaneous

1.12 A deed in the agreed terms from the Seller acknowledging that neither the Seller nor any Associated Company has any claim against the Company and that the Company has no actual, contingent or prospective obligation to any such person.

Convening of Meetings

1.13 Minutes of duly convened board meetings of the Company in the agreed terms which shall be executed by the chairman of such meetings immediately following Completion.

2. Repayment of Monies Owed

The Seller will repay, and will procure that each Associated Company will repay, all amounts owed by the Seller to the Company whether due for payment or not.

69

3. Payment of Consideration

The Buyer will:

(i) pay the Initial Consideration to the Seller’s Solicitors in accordance with clause 2.4 by electronic transfer to:

Travers Smith Client Account

Account Number: 00859184

Sort Code: 60-00-01

National Westminster Bank Plc

City of London Office

1 Princes Street

London EC2R 8PA;

and

(ii) (upon Completion or as soon as reasonably practicable, but not less than 5 Business Days, following Completion) pay the Retained Amount into the Retention Account;

(iii) (upon Completion or as soon as reasonably practicable, but not less than 5 Business Days, following Completion) pay the Second Retained Amount into the Second Retention Account; and

(iv) provide to the Seller a copy of a resolution of the board of directors (certified by a duly appointed officer as true and correct) of the Buyer authorising the execution of and the performance by the Buyer of its obligations under each of the documents to be executed by it.

4. Other Documents

The parties hereto will execute or procure the execution of the Retention Account Letter.

70

SCHEDULE 6

MCG Graphics Limited – Property

Description	Title Holder	Title Number and Quality of Title if registered	Date of Lease and Parties to it	Term and Current Rent	Use
Unit E, Citadel Trading Park, Kingston upon Hull
Lease	the Company	HS114486 Title Absolute	9th June 1986 (1) R.E. Hatfield (Contractors) Limited (2) Metal Closures Group plc	10 May 1986 - 15th August 2107	Site for office, factory or warehouse
Lease	the Company	HS 160451 Title Absolute	1st November 1988 (1) R.H. Hatfield (Contractors) Ltd (2) Metal Closures Group Ltd	1st November 1988 -15th August 2107	Site for office, factory or warehouse
Underlease	(currently Omnipack plc)	HS274077 Title Absolute	19th March 1997 (1) Metal Closures Group Ltd (2) Omnipack plc	19th March 1997 -10th August 2107	As per the two superior leases

71

Car Park at Citadel Trading Park, Kingston upon Hull
Lease	(currently Omnipack plc)	(currently unregistered but should be registered)	4th August 1997 (1) Tillnote Ltd (c/n Bonus Electrical Group Ltd) (2) Omnipack plc	14th April 1997- 10th August 2107	Parking of roadworthy vehicles belonging to tenant, its employees or customers
Unit 4, Salterbeck Industrial Estate, Workington
Lease	MCG Graphics Ltd	Unregistered	2nd July 2002 (1) CCPL Ltd (2) MCG Graphics Ltd	29th March 2002 -28th March 2012	B1, B2 and B8 TCPUC 1987
Underlease	LMB Express Ltd	Unregistered	4th March 2003 (1) MCG Graphics Ltd (2) LMB Express Ltd	26th June 2002 - 22nd March 2012	B1, B2 and B8 TCPUC 1987
4th Floor, Ely Place, London EC1
Lease	MCG Graphics Limited	Unregistered	7th September 2005 (1) BPP (Hatton Garden) Ltd (2) MCG Graphics Ltd	5 years from 6th September 2005	B1 TCPUC 1987

72

SCHEDULE 7

Adjustment of Consideration

Part 1 - Completion Accounts

1. Completion Accounts

1.1 The Seller and the Buyer will procure that after Completion, accounts for the Company will be prepared and reported on in accordance with the provisions of this Schedule 7 and based upon the pro-forma set out in Part 2 of this Schedule 7 (“the Completion Accounts”).

1.2 The Completion Accounts will be an unaudited balance sheet of the Company as at close of business on 31 October 2005.

1.3 The Completion Accounts shall exclude any effect of change of ownership of the Company contemplated in this Agreement, shall not re-appraise the value of any assets of the Company as a result of such change of ownership and shall take no account of past balance sheet events occurring, or information becoming available after the close of business on 31 October 2005 and, subject to paragraph 7, will be prepared:

1.3.1  in accordance with the historical cost convention and with accounting principles generally accepted in the United Kingdom (including Accounting Standards);

1.3.2  adopting the principles, practices, bases and policies of accounting applied for the purposes of the Accounts; and

1.3.3  so as to show a true and fair view of the state of affairs of the Company at the close of business at the close of business on 31 October 2005,

to the extent there would otherwise be a conflict between the provisions of paragraphs 1.3.1, 1.3.2 and 1.3.3 then the provisions of paragraph 1.3.2 shall prevail over those of paragraphs 1.3.1 and 1.3.3 and the provisions of paragraph 1.3.1 shall prevail over those of paragraph 1.3.3.

2. Procedure

2.1 Subject to the Buyer complying with any reasonable hold harmless letter or similar requirements of the Seller or the accountants appointed by the Seller (“the Seller’s Accountants”) in connection with the release of working papers to the Buyer or accountants appointed by the Buyer (“the Buyer’s Accountants”) forthwith after

73

Completion the Seller will provide the Buyer with access during normal office hours and with reasonable notice to those assets, documents and records within its possession or control which the Buyer may reasonably require for the purpose of preparing and agreeing the draft Completion Accounts in the form set out in Part 2 of Schedule 7.

2.2 Within 40 Business Days after the date of Completion the Buyer will prepare and deliver to the Seller, or procure the preparation and delivery of the Seller of, a draft of the Completion Accounts which shall also specify in the form set out in Part 2 of this Schedule 7 the amount of the following items:

• Net Assets

• Net Working Capital

• Current Finance Lease liabilities

• Long Term Finance Lease liabilities

• Net Cash

each such item being calculated in accordance with the definition set out in paragraph 5 of this Schedule 7.

For the avoidance of doubt once the draft Completion Accounts have been delivered by the Buyer, the Buyer may not vary or amend the same other than pursuant to the procedure set out in this Schedule 7 for agreeing the Completion Accounts.

2.3 The Seller will review the draft Completion Accounts as delivered by the Buyer under this Schedule 7, such review to be completed within 20 Business Days of such delivery. The Seller will notify the Buyer by one written notice within such period whether or not it accepts the draft Completion Accounts as having been duly prepared in accordance with this Schedule 7 and that the value of the Net Assets, Net Working Capital, Current Finance Lease liabilities, Long Term Finance Lease liabilities and Net Cash have been correctly specified therein. Subject to the Seller complying with any reasonable hold harmless letter or similar requirements of the Buyer or the Buyer’s Accountants in connection with the release of working papers to the Seller and/or the Seller’s Accountants, the Buyer will ensure that the Seller and/or the Seller’s Accountants are given access during normal office hours and on reasonable notice to all additional information the Seller may reasonably require to enable the Seller to make its decision. If the Seller does not so notify the Buyer within 20 Business Days of delivery of the draft Completion Accounts then the Seller will be deemed to have accepted the draft Completion Accounts as complying with Schedule 7.

74

2.4 If the Seller notifies the Buyer of any non-acceptance or objection pursuant to paragraph 2.3 of this Schedule 7 then:

2.4.1  the Seller will, or will procure that the Seller’s Accountants will, set out in reasonable detail its reasons for such non-acceptance or objection and specify the adjustments that in its opinion should be made to the draft Completion Accounts in order to comply with paragraph 1 of this Schedule 7 and provide supporting evidence, where appropriate and available, for each such adjustment;

2.4.2  subject to the Buyer complying with any reasonable hold harmless letter or similar requirements of the Seller or the Seller’s Accountants in connection with the release of working papers to the Buyer and/or the Buyer’s Accountants, the Seller will, or will procure that the Seller’s Accountants will, provide the Buyer with access, during normal office hours and on reasonable notice, to all such documents and working papers relating to their preparation of the reasons for non-acceptance and proposed adjustments to the Completion Accounts referred to in paragraph 2.4.1 of this Schedule 7; and

2.4.3  the Seller and the Buyer will use all reasonable endeavours to reach agreement upon the adjustments needed to meet the objections of the Seller or the Seller’s Accountants.

2.5 If the Seller and the Buyer do not reach agreement within 10 Business Days after service of the Seller’s notice of non-acceptance or objection under paragraph 2.3 of this Schedule 7 then the matter(s) in dispute will be referred to the decision of a single independent chartered accountant or an independent firm of chartered accountants (in either case, the “Independent Accountant”) to be agreed upon between them or (in default of such agreement within 5 Business Days of such 10 Business Days’ expiry) to be selected (at the instance of either of them) by the President or other senior officer for the time being of the Institute of Chartered Accountants in England and Wales. The Independent Accountant (whose costs will be paid equally by the Seller and the Buyer) will act as expert (and not as arbitrator) and the decision of the Independent Accountant shall (in the absence of fraud or manifest error) be final and binding on the parties. It is the parties’ intention that the Independent Accountant will perform his task within 30 Business Days of his appointment and they shall encourage him to do so.

75

2.6 The Seller and the Buyer will use all reasonable endeavours to provide all such working papers, documents and other information as is requested by the Independent Accountant and will procure that the Independent Accountant is requested to state, when giving his decision on the matter(s) referred to him, what adjustments (if any) need to be made to the draft Completion Accounts prepared by the Buyer in order that the Completion Accounts will comply with Schedule 7.

2.7 If the Seller and the Buyer reach agreement in writing on (or pursuant to paragraph 2.3 of this Schedule 7 the Seller is deemed to have accepted the draft Completion Accounts as the Completion Accounts) the final form of the Completion Accounts, or if the Completion Accounts are finally determined at any stage in the procedure set out in this paragraph 2 of this Schedule 7, the Completion Accounts as so agreed or determined will be the Completion Accounts for the purposes of this Agreement and shall be final and binding on the Seller and the Buyer.

2.8 The Seller and the Buyer will pay their own costs and expenses in connection with the preparation and agreement of the Completion Accounts including, where applicable, any costs associated with presentation of their case to the Independent Accountant.

3. Adjustment Of Consideration

3.1 When the Completion Accounts have become final and binding pursuant to paragraph 2 of this Schedule 7 the Consideration will be subject to the following adjustments:

3.1.1  there will be deducted on a pound for pound basis the amount, if any, by which the Net Assets are less than £1,700,000;

3.1.2  there will be deducted on a pound for pound basis the amount, if any, by which Net Working Capital is less than £675,000 and there will be added on a pound for pound basis the amount (if any) by which the Net Working Capital is greater than £825,000;

3.1.3  there will be deducted on a pound for pound basis the amount, if any, by which Current Finance Lease liabilities are greater than £173,000;

3.1.4  there will be deducted the amount, if any, by which Long Term Finance Lease liabilities are greater than £155,000; and

3.1.5  there will be added any positive amount of Net Cash and there will be deducted any negative amount of Net Cash.

76

3.2 The amount of any net reduction or increase in the Consideration resulting from paragraphs 3.1.1 to 3.1.5 above taken together will be paid by the Seller to the Buyer or by the Buyer to the Seller in accordance with paragraph 6 within 5 Business Days of the Completion Accounts becoming final and binding and any amount not paid when due shall carry interest in accordance with clause 10 of this Agreement

4. Provided paragraph 3 of this Schedule 7 has been complied with in full by the Seller, the Buyer will have no claim against the Seller under this Agreement in respect of any liability or deficiency to the extent that such liability or deficiency is taken into account in the Completion Accounts but otherwise preparation and acceptance by the Buyer of the Completion Accounts or their determination in accordance with paragraph 2 of this Schedule 7 will be without prejudice to any claim which the Buyer may have against the Seller in respect of any breach of the Warranties or under Part 2 of Schedule 4.

5. Definitions for the Completion Accounts

In determining the amount of the figures required in the Completion Accounts, the following definitions shall apply:

• the “Net Assets” shall be the total assets, less total liabilities and less cash, as set out in the Completion Accounts;

• the “Net Working Capital” shall be the current assets (excluding any cash, all income tax related balances and any sums due from the Seller) less current liabilities (excluding all income tax related balances, and any amounts due to the Seller and the Current Finance Lease liabilities);

• the “Current Finance Lease” liabilities shall be the amounts due within less than one year in relation to assets held under lease finance;

• the “Long Term Finance Lease” liabilities shall be as extracted from the Completion Accounts; and

• the “Net Cash” shall be Cash less Debt where (i) “Cash” means the aggregate of all cash of the Company on deposit or current account and/or in hand plus any uncleared cheques or bank transfers received from third parties and any cash equivalents of the Company less any uncleared cheques or bank transfers sent to third parties) as set out in the Completion Accounts; and (ii) “Debt” means the aggregate of all bank borrowings (together with any interest accrued thereon and any costs, fees and penalties payable by the Company on early

77

repayment) of the Company (and excluding, for the avoidance of doubt only, Current Finance Lease liabilities and any Long Term Finance Lease liabilities).

All of these figures shall be derived from the relevant figures in the Completion Accounts.

6. All sums payable by the Buyer under this Schedule will be paid in the same manner as the Consideration and the same will be good and sufficient discharge and the Buyer will not be concerned as to the application of the monies so paid. Payment by the Seller (pursuant to this Schedule) to the client account of the Buyer’s Solicitors will be a good and sufficient discharge and the Seller will not be concerned as to the application of the monies so paid.

7. The parties acknowledge that at Completion the Company holds cash on behalf of the Buyer (in bank account number 25058797, sort code 56-00-23) in the sum of £125,000 (as reduced by payments out authorised by the Buyer) and that such amount of cash is and will at all times remain the property of the Buyer and will be excluded from the Completion Accounts and will not form part of any calculation of Net Assets, Net Working Capital, Current Finance Lease liabilities, Long Term Finance Lease liabilities or Net Cash.

8. The Seller warrants to the Seller that since the close of business on 31 October 2005:

8.1 no dividend or distribution has been paid, made or declared by the Company;

8.2 no payments have been made or have been agreed to be made by the Company to any Insider in respect of any share capital or other securities of the Company being issued, redeemed, purchased or repaid, and no other return of capital has taken place;

8.3 no payments have been made or been agreed to be made (including, without limitation, in respect of management fees) by the Company to any Insider;

8.4 no assets have been transferred to or liabilities assumed, indemnified or incurred for the benefit of any Insider by the Company;

8.5 the Company has not waived any amount owed to it by any Insider, or any interest thereon;

8.6 the guarantee from the Seller in favour of the Company’s bank in relation to the obligations of the Company to such bank has remained in place; and

8.7 the Company has carried on its business in the ordinary course so as to maintain the business as a going concern.

78

Part 2 - Pro forma Completion Accounts

Land and Buildings	X
Plant & Machinery	X
Total Fixed Assets	X
Stock	X
Trade Debtors	X
Prepayments	X
Amount due from parent	X
Deferred tax asset	X
Cash/(overdraft)	X
Total current assets	X
Trade Creditors	X
Accruals	X
Amount due to parent	X
Current Lease Obligations	X
Current Tax Payable	X
Total current liabilities	X
Net Current Assets	X
Long Term Lease Obligations	X
NET ASSETS	X
Net working capital:	X
Stock	X
Trade Debtors	X
Prepayments	X
Trade creditors	X
Accruals	X
Total net working capital	X
Key numbers:
Net Assets	X
Net Working Capital	X
Current Finance Lease Obligations	X
Long Term Finance Lease Obligations	X
Net Cash	X

79

SCHEDULE 8

Part 1 - Provisions regarding Retention Fund

The Retained Amount will be paid on or as soon as practicable, but not less than 5 Business Days, following Completion by the Buyer into a joint on-demand interest bearing deposit account (the “Retention Account”) with Barclays Bank Plc in the names of the Buyer’s Solicitors and the Seller’s Solicitors (the “Retention Fund Holders”) who will hold the Retained Amount as stakeholders upon trust for the Buyer and the Seller on the following terms:

1. If prior to the expiration of the period of 18 months after the Completion Date (the “Warranty Retention Period” ending on the “Warranty Retention Release Date”):

1.1 a Relevant Claim, a Tax Covenant Claim or a claim under clause 8.2 (each a “Retention Claim”) is determined (as such term is defined in Schedule 9) or has been agreed expressly in writing by the Seller and such determination or agreement requires a payment from the Retention Account to be made to the Buyer; or

1.2 a Second Retention Fund Deficit exists (as defined in Part 2 of this Schedule 8),

then the Buyer and the Seller shall instruct the Retention Fund Holders to procure that there will be paid to the Buyer’s Solicitors from the Retention Account;

1.3 in connection with paragraph 1.1 the amount so determined or agreed as being due to the Buyer or such lesser amount as is in the Retention Account at the date of payment to the Buyer under this paragraph 1; and/or

1.4 in connection with paragraph 1.2 the amount of the Second Retention Fund Deficit or such lesser amount as is in the Retention Account at the date of payment to the Buyer under this paragraph 1.

In the case of a payment pursuant to paragraph 1.1, such payment shall include any costs which may be agreed or awarded in any determination in favour of the Buyer.

80

2. If prior to the Warranty Retention Release Date the Buyer has notified the Seller in accordance with clause 6.3 of any Retention Claim and such Retention Claim has not at the Warranty Retention Release Date been determined or agreed in writing between the Buyer and the Seller:

2.1 the Buyer and the Seller shall use all reasonable endeavours to procure that the Held-over Amount (as defined below) is, if practicable, determined or agreed within 20 Business Days of the Warranty Retention Release Date in accordance with paragraph 4 unless such Held-over Amount has not previously been agreed for the purposes of this Schedule;

2.2 the Held-over Amount shall continue to be held in the Retention Account pending the determination or written agreement by the Buyer and the Seller of the Retention Claim;

2.3 the amount (if any) representing the difference between the Held-over Amount and the amount in the Retention Account at the later of the Warranty Retention Release Date and the date on which the Held-over Amount is agreed or determined in accordance with paragraph 4 shall be paid to the Seller’s Solicitors; and

2.4 once all Retention Claims have been determined or agreed in writing by the Seller and the Buyer, any amount remaining in the Retention Account shall be paid to the Seller’s Solicitors.

3. If on the Warranty Retention Release Date no Retention Claim has been notified to the Seller in accordance with the terms of this Agreement, or no such Retention Claim has been so notified and which remains to be determined or agreed, then the amount (if any) in the Retention Account at such date shall be paid to the Seller’s Solicitors.

4. For the purposes of paragraph 2, the “Held-over Amount” means that proportion including, where applicable, the whole of the outstanding balance of the Retained Amount determined:

4.1 by the Buyer, with the express agreement in writing of the Seller; or

4.2 by Counsel, as judged reasonable in the circumstances, on the facts made available to him or her by or on behalf of the Seller or the Buyer. For this purpose Counsel shall be Queen’s Counsel of a minimum of 10 years’ call as selected by the Buyer with the agreement in writing of the Seller or where no such agreement can be reached as selected by the Chairman for the time being of the General Council of the Bar on the written application of either the Buyer or the Seller, the fees of Counsel being apportioned between the parties as Counsel shall decide.

5. Where any payment is made to the Buyer out of the Retention Account as provided in this Part 1 of Schedule 8, the Buyer shall at the same time be entitled to a

81

corresponding proportion of the interest accrued on the Retention Account SAVE THAT any payment made to the Buyer pursuant to paragraph 1.2 shall entitle the Buyer in respect of such amount of the payment from the Retained Amount as relates to a Second Retention Fund Deficit to interest only on the basis described in paragraph 3 of Part 2 of this Schedule 8. Otherwise all interest accrued on the Retention Account shall be payable to the Seller at the time of payment to the Seller out of the Retention Account in accordance with this Schedule 8. All payments of interest to the Buyer or the Seller shall be made in accordance with their respective instructions and shall be less any tax on such interest for which the Retention Fund Holders may be accountable or is otherwise legally required to be deducted.

6. The Seller and the Buyer will execute the Retention Account Letter and deliver it to its addressees, and will take promptly all such steps and give all such other written instructions, as are necessary or desirable to give effect to the provisions of this Part 1 of Schedule 8.

7. The payment of any sum to the Seller’s Solicitors shall be an absolute discharge of the Buyer of its obligation to pay that amount of the Consideration as is equal to the amount so paid. The payment of any sum to the Buyer’s Solicitors shall be an absolute discharge of the Seller (to the extent paid) of its obligations (if any) in respect of the relevant Retention Claim and/or Second Retention Fund Deficit (as appropriate).

8. Any payments falling to be made pursuant to this Part 1 of Schedule 8 shall be made within 5 Business Days of the obligation to make such payment or procure the making of such payment arising.

Part 2 - Provisions regarding Second Retention Fund

The Second Retained Amount will be paid on or as soon as practicable, but not less than 5 Business Days, following Completion by the Buyer into a joint on-demand interest bearing deposit account (the “Second Retention Account”) with Barclays Bank Plc in the name of the Retention Fund Holders who will hold the Second Retained Amount as stakeholders upon trust for the Buyer and the Seller on the following terms:

1. If prior to 11:59pm on 31 December 2006 or such later date as may be agreed pursuant to paragraph 1.4.5.2 of Schedule 10 any claim for payment arising from this Agreement pursuant to paragraph 1.4.3 of Schedule 10 (Pension Provisions) becomes due for payment then the Buyer and the Seller shall instruct

82

the Retention Fund Holders to procure that there will be paid to the Buyer’s Solicitors from the Second Retention the amount so due to the Buyer or the Company or such lesser amount as is in the Second Retention Account at the date of payment to the Buyer under this paragraph 1.

2. Any sum remaining in the Second Retention Account on 1 January 2007 or such later date as may be agreed pursuant to paragraph 1.4.5.2 of Schedule 10 shall be paid to the Seller’s Solicitors.

3. Where any payment is made to the Buyer or the Company out of the Second Retention Account as provided in this Schedule 8, the Buyer shall at the same time be entitled to a corresponding proportion of the interest accrued on the Second Retention Account in the period between the date on which the liabilities of the Pension Scheme are transferred out pursuant to paragraph 1.4 of Schedule 10 and the date of payment pursuant to paragraph 1. Otherwise all interest accrued on the Second Retention Account shall be payable to the Seller at the time of payment to the Seller out of the Second Retention Account in accordance with this Part 2 of Schedule 8. All payments of interest to the Buyer or the Seller shall be made in accordance with their respective instructions and shall be less any tax on such interest for which the Retention Fund Holders may be accountable or is otherwise legally required to be deducted.

4. The provisions of this Schedule 8 will not prejudice the right of the Buyer to recover the excess of any payment pursuant to Schedule 10 to the extent not recovered out of the Second Retention Account. In the event that the Second Retained Amount (plus any accrued interest on such amount) is insufficient to satisfy the liability of the Buyer under Schedule 10 (the “Second Retention Fund Deficit”) then the Buyer may claim for payment of up to £250,000 of the Second Retention Fund Deficit out of the Retention Account pursuant to paragraph 1.2 of Part 1 of this Schedule 8.

5. The amount of money in the Second Retention Account is not to be regarded as imposing a limit on the amount which may be claimed by the Buyer under Schedule 10.

6. The Seller and the Buyer will execute the Retention Account Letter and deliver it to its addressees, and will take promptly all such steps and give all such other written instructions, as are necessary or desirable to give effect to the provisions of this Part 2 of Schedule 8.

83

7. The payment of any sum to the Seller’s Solicitors shall be an absolute discharge of the Buyer of its obligation to pay that amount of the Consideration as is equal to the amount so paid. The payment of any sum to the Buyer’s Solicitors shall be an absolute discharge of the Seller (to the extent paid) of its obligation (if any) in respect of paragraph 1.4.3 of Schedule 10.

8. Any payments falling to be made pursuant to this Part 2 of Schedule 8 shall be made within 5 Business Days of the obligation to make such payment or procure the making of such payment arising.

84

SCHEDULE 9

Limitations on Relevant Claims

1 INTERPRETATION

1.1 In this Schedule (unless the context otherwise requires):

1.1.1  “determination” means a final determination by a court of competent jurisdiction or a final award or decision of a duly appointed arbitrator or expert (as the case may be) and “determined” shall be construed accordingly; and

1.1.2  references to the “Relevant Date” shall mean the date on which any Relevant Claim is finally settled or determined.

2. PROVISION OF INFORMATION

2.1 Upon any Relevant Claim being made by a third party against the Company, the Buyer shall, and shall procure, where relevant, that the Company shall (at the Seller’s expense):

2.2 make available to the Seller and its advisers and agents all such information and assistance in relation to the subject matter of the Relevant Claim (including access to personnel, properties, management, records, papers, documents and data of the Company) as the Seller may reasonably request; and

2.3 use reasonable endeavours to procure that the auditors (both past and then present) of the Company make available their audit working papers in respect of audits of the accounts of the Company for any relevant accounting period in connection with such claim.

3. ALLOWANCES, PROVISIONS AND RESERVES

3.1 The Seller shall not be liable for any loss or amount in respect of any Relevant Claim to the extent that:

3.1.1  any allowance, provision or reserve has been made in the Completion Accounts in respect of the fact, matter, event or circumstances to or from

85

which such loss or amount relates, or to the extent that payment or discharge of the relevant matter has been taken into account therein; or

3.1.2  any allowance, provision or reserve made in the Completion Accounts in respect of the fact, matter, event or circumstances to or from which such loss or amount relates, is insufficient by reason of any change to legislation, any increase in rates of taxation or any change in the published practice of a revenue authority, in each case made on and/or after Completion with retrospective effect.

4. CHANGES ON AND/OR AFTER COMPLETION

4.1 The Seller shall not be liable for any Relevant Claim to the extent that it arises, or is increased or extended by:

4.1.1  any decision of any court or tribunal made or delivered after Completion or the passing or coming into force of or any change in any legislation, regulation, directive, requirement or any published practice of any government, government department or agency or regulatory body (including the withdrawal of any published extra statutory concession of a revenue authority), or any increase in rates of taxation, in each case made on and/or after Completion;

4.1.2  any change in the accounting reference date of the Buyer or the Company made on and/or after Completion;

4.1.3  any change in any accounting basis, policy, practice or approach of, or applicable to, the Company or the Buyer, or any change in the way an accounting basis is adapted for tax purposes, in each case, made on and/or after Completion other than to comply with any law or regulation in force and applicable to the Company immediately prior to Completion or as necessary to ensure compliance by the Company with generally accepted accounting practice in the United Kingdom in force and applicable to the Company immediately prior to Completion;

4.1.4  any cessation of, or any material change in, the nature or conduct of any business carried on by the Buyer or the Company, occurring on and/or after Completion;

4.1.5  any voluntary act, omission, transaction or arrangement carried out or effected on and/or after Completion by, or at the request and approval of,

86

the Buyer (or any of its directors, officers, employees or agents), otherwise than in (a) the ordinary course of business of the Company as carried on at Completion, (b) to comply with any law or regulation in force at Completion, or (c) at the written request of the Seller whether pursuant to this Agreement or otherwise; or

4.1.6  the Company disclaiming any part of the benefit of capital or other allowances against taxation claimed on or before Completion other than at the request of the Seller whether pursuant to this Agreement or otherwise.

5. THIRD PARTY CLAIMS

5.1 In respect of any fact, matter, event or circumstance which comes to the notice of the Buyer which might reasonably be expected to result in a claim against it or the Company (a “Third Party Claim” which expression shall not include any Tax Claim as defined in Part 1 of Schedule 4 to which the provisions of Schedule 4 shall apply to the exclusion of this paragraph 5) and which, in turn, might reasonably be expected to result in a claim against the Seller, the Buyer shall (and shall procure, where relevant, that the Company shall) as soon as is reasonably practicable give written notice and reasonable details of the Third Party Claim to the Seller and shall:

5.1.1  allow the Seller and its advisers and agents to investigate the Third Party Claim (including whether and to what extent any amount is payable in respect thereof);

5.1.2  consult in good faith with the Seller as to any ways in which the Third Party Claim might be avoided, disputed, resisted, mitigated, settled, compromised, defended or appealed;

5.1.3  take such action, at the written request of the Seller, as the Seller may reasonably require to avoid, dispute, resist, mitigate, settle, compromise, defend or appeal the Third Party Claim, subject to the Buyer and the Company being indemnified to the Buyer’s reasonable satisfaction by the Seller in respect of all losses and damages and reasonable costs and expenses (including reasonable legal costs) which may thereby be incurred by the Buyer or the Company; and

5.1.4  not require the Seller to make any payment in respect of any claim until the Third Party Claim has been satisfied, settled, determined or withdrawn.

87

This paragraph 5 shall not apply if the Seller confirms in writing that it does not wish to be involved in such Third Party Claim or has been wound up at the time the Third Party Claim is made.

6. REMEDIABLE BREACHES

The Seller shall not be liable for any Relevant Claim to the extent that the fact, matter, event or circumstance giving rise to such Relevant Claim is remediable and is remedied by, or at the expense of, the Seller (in each case at no cost to the Company or the Buyer) within 60 days of the date on which written notice of such claim is given to the Seller pursuant to this Agreement.

7. REIMBURSEMENT OF CLAIMS

If, after the Seller has made any payment in respect of a Relevant Claim, the Company or the Buyer becomes entitled to recover from a third party (including any tax authority) (whether by payment, discount, credit, relief or otherwise) a sum which is referable to that payment less costs and expenses incurred in obtaining such recovery and any tax thereon (the “Recovery Amount”), then the Buyer shall forthwith repay (or procure the repayment of) to the Seller such sum of the Recovery Amount as does not exceed the sum paid by the Seller to the extent not previously repaid.

8. INSURANCE

8.1 Subject to paragraph 8.2, the Seller shall not be liable for any Relevant Claim if the Buyer or the Company is insured against any loss, damage or liability which is the basis of such Relevant Claim under the terms of any insurance policy unless and until the insured company has made a claim against the insurers under such policy and that claim has been settled, agreed or otherwise determined. The amount recoverable under the Relevant Claim shall be reduced by any amount which is recovered under such policy. For the avoidance of doubt, this paragraph 8.1 shall, without limitation, apply to any amount which is recovered under the Environmental Insurance.

8.2 Paragraph 8.1 shall not apply to any warranty and indemnity insurance taken out by the Buyer in relation to the Warranties and Tax Covenant in this Agreement but the effect of this paragraph 8.2 shall not be to increase the liability of the Seller

88

under this Agreement to any extent whatsoever beyond the aggregate maximum amounts set out in clauses 6.

9. UNASCERTAINABLE CLAIMS

The Seller shall not be liable for any Relevant Claim which arises by reason of a liability which, at the time when written notice of the Relevant Claim is given to the Seller, is contingent only or is otherwise not capable of being quantified and the Seller shall not be liable to make any payment in respect of such Relevant Claim unless and until the liability becomes an actual liability or (as the case may be) becomes capable of being quantified. For the avoidance of doubt, nothing in this paragraph 8 shall prejudice the right of the Buyer to serve written notice of an alleged claim on the Seller or, if relevant, commence proceedings against the Seller.

10. ENVIRONMENTAL CLAIMS

The Seller shall not be liable for any Relevant Claim to the extent that such Relevant Claim is for the cost of the Environmental Works.

11. MITIGATION

The Buyer shall (and shall procure that the Company shall) take all reasonable action to mitigate any loss suffered by it or the Company which would, could or might result in a Relevant Claim against the Seller.

12. REDUCTION IN CONSIDERATION

Any amount paid by the Seller in respect of any Relevant Claim shall be treated as a reduction in the Consideration to the extent permitted by law.

89

SCHEDULE 10

Pension Provisions

1. Pensions

1.1 The Pension Scheme will be at least 100% funded on the FRS17 Accounting Basis as at the Pension Completion Date with such funding level being calculated within 30 days of the Pension Completion Date. The funding level calculation will be certified by the Actuary and absent manifest error will be agreed by the Buyer.

1.2 Subject to paragraph 1.3.2 below:

1.2.1  in calculating the funding level of the Pension Scheme on the FRS17 Accounting Basis the assets of the Pension Scheme will be notionally split by the Actuary between the SGS Parties and the Non-SGS Parties on the FRS17 Accounting Basis in order to determine the amounts available to secure liabilities in respect of each group of members in accordance with the Actuary’s Letter; and

1.2.2  any FRS17 Surplus shall be notionally allocated to the Non-SGS Parties.

1.3 If the Pension Scheme is not 100% funded on the FRS17 Accounting Basis in accordance with paragraph 1.1 above:

1.3.1  the Seller shall pay such sums to the Pension Scheme (or, if that is not possible for any reason, to the Buyer) within 45 days of the Pension Completion Date together with interest or other timing adjustment as specified in the Actuary’s Letter up to the date of payment (the “Deficit Payment”). In the event that the Deficit Payment is not paid in accordance with this clause, the value of the FRS17 Deficit will be recalculated by the Actuary on the basis set out in the Actuary’s Letter at a date specified by the Buyer (replacing the Pension Completion Date with that date in the calculation) and any remaining deficit will be payable in accordance with this clause (replacing the Pension Completion Date with that date in the calculation); or

1.3.2  the Buyer and the Seller may at their discretion agree that the FRS17 Deficit will not be made good by the Seller under paragraph 1.3.1 above but instead the FRS 17 Deficit shall be notionally allocated entirely to the Non-SGS Parties, so reducing the amount of assets available to meet the

90

obligations of the Pension Scheme in respect of the Non-SGS Parties under paragraph 1.6 below.

1.4 In the event of the liabilities of the Pension Scheme being transferred out in any way (including buy out with an insurance company) in the course of the Pension Scheme entering into wind-up or otherwise in accordance with its governing documentation, and in particular the Trust Deed and Rules dated 4th April 1997, as amended:

1.4.1  the assets of the Pension Scheme allocated to the SGS Parties in accordance with paragraph 1.2 above shall be used to meet all reasonable costs, fees, charges and expenses which are incurred by the Pension Scheme trustees in transferring liabilities out of the Pension Scheme in respect of the SGS Parties;

1.4.2  the Buyer will be liable for costs, fees, charges, debts and expenses, including without limitation any debt which is due under section 75 of the Pensions Act 1995, as amended, which are incurred in transferring liabilities out of the Pension Scheme in respect of the SGS Parties in excess of the Pension Scheme assets set out in paragraph 1.4.1 above, up to an initial cap of £1,000,000 (the “Initial Cap”); and

1.4.3  the Seller will be liable for all such costs (in respect of the SGS Parties) that exceed the Initial Cap up to the sum of £750,000 provided that if Punter Southall & Co. is replaced as an adviser to the trustees of the Pension Scheme, the Seller shall not be liable for any fees of the adviser which replaces Punter Southall & Co. in respect of transferring liabilities out of the Pension Scheme in respect of the SGS Parties which exceed the level of fees which Punter Southall & Co. estimates it would charge for the same work.

1.4.4  The Buyer will be liable for the balance of any costs (in respect of the SGS Parties) described in paragraph 1.4.2 above to the extent that they exceed the sum of £1,750,000.

1.4.5  In accordance with Part 2 of Schedule 8, the Second Retention Amount shall be paid into the Second Retention Account on Completion for the purpose of the Seller satisfying its obligation under paragraph 1.4.3 above. The balance of this sum, if any, which is not required to satisfy the Seller’s liability shall be repaid to the Seller on the earlier of:

1.4.5.1  the date on which the liabilities under the Pension Scheme have, in the reasonable opinion of the Buyer, all been secured; and

91

1.4.5.2  31st December 2006 or such later date as may be agreed by the Seller (such agreement not to be unreasonably withheld) if the Buyer is actively in the process of transferring the liabilities out of the Pension Scheme.

1.5 Notwithstanding the provisions of paragraph 1.4 above, if the Seller proposes an alternative arrangement whereby instead of the transfers contemplated by paragraph 1.4 above a third party is substituted as principal employer of the Pensions Scheme or otherwise assumes the liabilities in respect of the Pension Scheme the Buyer may agree to such proposal (such agreement not to be unreasonably withheld) PROVIDED THAT:

1.5.1  the Seller must present such an initial proposal to the Buyer on or before 30th November 2005;

1.5.2  the proposal does not cause the Buyer or the Company to incur either a higher level of cost or a higher level of exposure to potential claims or liabilities than would be incurred under paragraph 1.4 above;

1.5.3  neither the Buyer nor the Company shall have any further liability or potential liability whatsoever in respect of the Pension Scheme following the implementation of the proposal;

1.5.4  a clearance statement is obtained from the Pensions Regulator in respect of the proposal on or before 31st March 2006, with all material facts of the proposal having been disclosed to the Pensions Regulator, confirming that neither the Buyer nor the Company will be subject to either a “contribution notice” or a “financial support direction” in respect of the Pension Scheme; and

1.5.5  all relevant statutory and regulatory approvals are obtained in respect of the proposal on or before 31st March 2006 including, without limitation, the approval of HM Revenue & Customs where relevant.

1.6 The Seller shall be liable for all costs, fees, charges, debts and expenses, including without limitation any debt which is due under section 75 of the Pensions Act 1995, as amended, which are incurred in respect of meeting the obligations of the Pension Scheme with regard to the Non-SGS Parties, in excess of the assets of the Pension Scheme notionally allocated to the Non-SGS Parties in accordance with paragraph 1.2 above. At Completion, the Seller will deposit the sum of £575,000 with Punter Southall & Co. and, within 45 days of the Pension Completion Date, the Seller shall

92

pay the amount of any FRS17 Deficit in respect of the Non-SGS Parties in accordance with paragraph 1.3 above to the Pension Scheme (or, if that is not possible for any reason, to the Buyer), for this purpose. These sums shall not be a cap on the liability of the Seller under this paragraph 1.6 and the Seller shall continue to be liable for any such charges that arise in respect of meeting the obligations of the Pension Scheme with regard to the Non-SGS Parties notwithstanding that they exceed the amount deposited.

1.7 Subject to paragraph 1.8 below, no withdrawal or refund of the amount deposited in accordance with paragraph 1.6 will be made other than for the purposes of meeting the costs under that clause until the Pension Scheme has, in the reasonable opinion of the Buyer, met all of its obligations in respect of the Non-SGS Parties.

1.8 The sum of £575,000 which is deposited with Punter Southall & Co. pursuant to paragraph 1.6 above shall be notionally split by the Actuary between each of the Non-SGS Parties, such split being subject to agreement with the Buyer, so that an amount is attributed to each of the Non-SGS Parties relevant to the cost of buying- out his or her liabilities with an insurance company. On each occasion that the liabilities of one of the Non-SGS Parties are transferred out of the Pension Scheme, the share of the deposit attributable to that individual, to the extent if any it has not been required to secure the individual’s liabilities, will be refunded to the Seller. For the avoidance of doubt, the Seller shall be immediately and directly liable for any sum which is required to secure a Non-SGS Party’s liabilities which are transferred out of the Pension Scheme and which exceed the amount that has been attributed to that Non-SGS Party by virtue of the notional split of the deposit by the Actuary.

1.9 The Seller hereby undertakes to ensure that:

1.9.1  all Non-SGS Parties and all liabilities associated with their membership shall be transferred out of the Pension Scheme before 31st March 2006;

1.9.2  any liabilities remaining at 31st March 2006 or such later date as may be agreed by the Buyer (such agreement not to be unreasonably withheld) if the Seller is actively in the process of transferring the liabilities out of the Pension Scheme, may be secured by the Buyer in any way it chooses and the Seller shall be liable for all additional costs arising from this in accordance with this paragraph 1.9.

1.10 The entire amount of any assets allocated to the Non-SGS Parties in the notional split made by the Actuary in accordance with paragraph 1.2, which remains in the Pension Scheme after all the Non-SGS Parties’ liabilities have been transferred out

93

of the Pension Scheme in accordance with paragraph 1.9, shall be refunded to the Seller within 45 days of 31st March 2006 or such later date as may have been agreed in accordance with paragraph 1.9.2 together with interest as specified in the Actuary’s Letter up to the date of payment.

1.11 Until 31st March 2006, the Buyer agrees that it will provide such reasonable co-operation to the Seller and its nominees as is appropriate in developing and implementing any proposals suggested by the Seller for the transfer of all Non-SGS Parties and all liabilities associated with their membership out of the Pension Scheme. Unless and until the Buyer agrees to the proposal referred to in paragraph 1.5 or determines on or after 31st March 2006 that it cannot be pursued for any reason (even if, for the avoidance of doubt, it has decided before 31st March 2006 that it will not be agreeing to that proposal) the Buyer will respond to (and will procure that the Company will respond to) questions from the trustee of the Pension Scheme prior to 31st March 2006 concerning the Buyer’s intention in relation to the Pension Scheme by explaining that there are a number of options under review and that no decisions have yet been made unless the Buyer has been advised in writing by its legal advisers that it would be a breach of a legal obligation to so respond. For the avoidance of doubt, the Buyer shall have no liability whatsoever for any costs, fees, charges, debts and expenses which are incurred in respect of the transfer of the Non-SGS Parties out of the Pension Scheme.

94

95

EX-10.29

Exhibit 10.29

ADVISORY AGREEMENT

This Advisory Agreement (this “Agreement”) is made and entered into as of December 30, 2005 by and among SGS International, Inc., a Delaware corporation (the “Company,” and together with all of the direct and indirect subsidiaries of the Company, the “Company Group”), and CVC Management LLC, a Delaware limited liability company (“Advisor”).

WHEREAS, pursuant to the Stock Subscription Agreement, dated the date hereof, by and among Southern Graphics Inc., Citigroup Venture Capital Equity Partners, L.P., CVC Executive Fund LLC and CVC/SSB Employee Fund, L.P. (collectively, the “Fund”), and the stockholders of the Company named therein (the “Subscription Agreement”), the Fund will purchase at the Closing (as defined in the Subscription Agreement) shares of Southern Graphics Inc. Class A Common Stock and Series A Preferred Stock from the Company on the terms and subject to the conditions set forth in the Stockholders Agreement;

WHEREAS, Advisor is an affiliate of the Fund and an indirect wholly-owned subsidiary of Citigroup Inc.;

WHEREAS, the Company, on behalf of the Company Group, desires to retain Advisor and Advisor desires to perform for the Company and/or the Company Group certain services;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and intending to be legally bound hereby, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, effective as of the Closing (the “Effective Time”) and without any further action required by any party hereto, hereby agree as follows:

1. Term. This Agreement shall be in effect for an initial term often (10) years commencing at the Effective Time (the “Term”), and shall be automatically extended thereafter on a year to year basis unless the Company or Advisor provides written notice of its desire to terminate this Agreement to the other party 90 days prior to the expiration of the Term or any extension thereof; provided, however, that the Company may terminate its obligation to pay Advisory Fees (as such term is defined in Section 3(a)), and correspondingly, Advisor’s obligations under Section 2, at the Company’s option, upon or concurrently with the Company’s First Public Offering or a Change of Control, by providing Advisor not less than ten (10) days prior written notice (an “Early Termination”). In the event of an Early Termination arising from the Company’s First Public Offering, the Company shall pay to Advisor an amount equal to the “Termination Fee.” As used herein, the “Termination Fee” means the net present value of all Advisory Fees that would have been payable from the Company to Advisor from the effective date of the Early Termination through the end of the Term assuming that an Early Termination had not occurred. Any calculation of net present value done in connection with the payment of the Termination Fee shall be calculated by the board of directors of the Company in good faith. As used herein, “First Public Offering”

1

means the first underwritten public offering of the Common Stock of the Company after the date hereof pursuant to an effective registration statement under the Securities Act of 1933, as amended, other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form or a registration statement registering a public offering of a combination of debt and equity securities of the Corporation in which not more than ten percent (10%) of the gross proceeds received from the sale of such securities is attributed to such equity securities, provided that the net proceeds of such public offering equal $50,000,000 or more. In the event of an Early Termination arising from a Change of Control, the Company shall pay to Advisor an amount equal to the “Transaction Fee.” As used herein, the Transaction Fee means the fee required by Section 3(b) arising out of the transaction giving rise to a Change of Control. “Change of Control” shall have the meaning set forth in the indenture dated as of the date hereof relating to the Company’s $200 million Senior Subordinated Notes due 2013.

2. Services. Advisor shall perform or cause to be performed such services for the Company and/or members of the Company Group as directed by the Company’s board of directors, which may include, without limitation, the following:

(a) identification, support and analysis of acquisitions and dispositions by the Company or its subsidiaries;

(b) support and analysis of financing alternatives, including, without limitation, in connection with acquisitions, capital expenditures and refinancing of existing indebtedness;

(c) finance functions, including assistance in the preparation of financial projections, and monitoring of compliance with financing agreements;

(d) human resource functions, including searching and hiring of executives; and

(e) other services for the Company or its subsidiaries upon which the Company’s board of directors and Advisor agree.

Notwithstanding any provision in this Agreement to the contrary, each of the parties hereto acknowledges and agrees that there are no minimum levels of services required to be provided to the Company Group pursuant to this Agreement.

3. Advisory Fee.

(a) Annual Fee. Subject to the terms and conditions herein, payment for services rendered by Advisor and/or its affiliates pursuant to this Agreement will equal $500,000 per annum. All fees described in this Section 3(a) shall be payable to Advisor or its designee by the Company on a quarterly basis in advance commencing with the first full fiscal quarter after the Effective Time (all such fees, the “Advisory Fees”). At the time of any merger, consolidation or

2

recapitalization in which the holders of Common Stock of the Company receive cash, Advisor shall be paid any and all accrued but unpaid Advisory Fees.

(b) Transaction Fees. The Company hereby agrees to pay to Advisor or its designee at the Closing, upon the consummation of the transactions contemplated by the Stockholders Agreement and that certain Acquisition Agreement, dated as of November 11, 2005 as amended from time to time (the “Acquisition Agreement”), a fee for services rendered in connection with the structuring of and assistance with the transactions contemplated by the Stockholders Agreement and Acquisition Agreement and certain other management services in the amount of Four Million One Hundred Thousand Dollars ($4,100,000), plus reasonable out-of-pocket expenses. In addition, during the term of this Agreement, the Company shall pay to Advisor or its designees a transaction fee in connection with the consummation of each acquisition, divestiture or financing with a value in excess of $25,000,000 (including any refinancing and including any transaction involving a change of control) by the Company or any of its subsidiaries in an amount equal to one percent (1%) of the value of such transaction, plus reasonable out-of-pocket expenses; provided, however, that no such transaction fee shall be payable in connection with transactions that are acquisitions, divestitures or financings (including any refinancings) between or among the Company and one or more of its subsidiaries or between or among subsidiaries.

(c) Collection of Fee. The decision whether to collect any fee contemplated by this Agreement (an “Advisory Fee”) in a given period (including the fee required by Section 3(b) hereof) shall be in the Advisor’s sole discretion. The Advisor’s decision not to collect or to defer an Advisory Fee in any given year shall not be construed to be a waiver of the Advisor’s right to collect such Advisory Fee or an Advisory Fee in any future period. Any Advisory Fee due and owing to Advisor pursuant to this Section 3 that has not previously been collected may be subsequently collected at the sole discretion of Advisor at any time, unless the collection of such fee has previously been permanently waived in writing by Advisor.

(d) Expenses. The Company hereby agrees to pay the reasonable out-of-pocket expenses of Advisor and its affiliates incurred in connection with the performance of the services contemplated by this Agreement.

(e) Payment. Any fees or expenses payable to Advisor or its designees pursuant to this Section 3 shall be paid by wire transfer to an account designated in writing by Advisor.

4. Personnel. Advisor shall provide and devote to the performance of this Agreement such partners, employees and agents of Advisor as Advisor shall deem appropriate to the furnishing of the services required.

5. Liability. Neither Advisor nor any other Indemnitee (as defined in Section 6 below) shall be liable to the Company or any of its subsidiaries or affiliates for any loss, liability, damage or expense arising out of or in connection with the performance of services contemplated by this Agreement, unless such loss, liability, damage or expense shall be proven to result directly

3

from gross negligence, willful misconduct, breach of fiduciary duty (it being understood Advisor disclaims any fiduciary duties to Company) or bad faith on the part of an Indemnitee acting within the scope of such person’s employment or authority. Advisor makes no representations or warranties, express or implied, in respect of the services to be provided by Advisor or any of the other Indemnitees. Except as Advisor may otherwise agree in writing after the date hereof: (i) Advisor shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly: (A) engage in the same or similar business activities or lines of business as the Company or any of its subsidiaries, including those competing with the Company or any of its subsidiaries and (B) do business with any client or customer of the Company or any of its subsidiaries; (ii) neither Advisor nor any officer, director, employee, partner, affiliate or associated entity thereof shall be liable to the Company or any of its subsidiaries or affiliates for breach of any duty (contractual or otherwise) by reason of any such activities of or of such person’s participation therein; and (iii) in the event that Advisor acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its subsidiaries, on the one hand, and Advisor, on the other hand, or any other person, Advisor shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its subsidiaries and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company Group or any of their affiliates for breach of any duty (contractual or otherwise) by reasons of the fact that Advisor directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Company Group. In no event will any of the parties hereto be liable to any other party hereto for any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or in respect of any liabilities relating to any third party claims (whether based in contract, tort or otherwise) other than the Claims (as defined in Section 6 below) relating to the service to be provided by Advisor hereunder.

6. Indemnity. Each of the Company and its subsidiaries shall defend, indemnify and hold harmless each of Advisor, its affiliates, members, partners, employees and agents (collectively, the “Indemnitees’”) from and against any and all loss, liability, damage or expenses arising from any claim by any person with respect to, or in any way related to, the performance of services contemplated by this Agreement (including attorneys’ fees) (collectively, “Claims”) resulting from any act or omission of any of the Indemnitees, other than for Claims which shall be proven to be the direct result of gross negligence, bad faith, breach of fiduciary duty (it being understood Advisory disclaims any fiduciary duties to Company) or willful misconduct by an Indemnitee. Each of the Company and its subsidiaries shall defend at its own cost and expense any and all suits or actions (just or unjust) which maybe brought against the Company, any of its subsidiaries or any of the Indemnitees or in which any of the Indemnitees may be impleaded with others upon any Claims, or upon any matter, directly or indirectly, related to or arising out of this Agreement or the performance hereof by any of the Indemnitees, except that if such damage shall be proven to be the direct result of gross negligence, bad faith, breach of fiduciary duty or willful misconduct by an Indemnitee, then Advisor shall reimburse the Company and its subsidiaries for the costs of defense and other costs incurred by the Company and its subsidiaries to the extent due to such gross negligence, bad faith or willful misconduct.

4

7. Notices. All notices hereunder shall be in writing and shall be delivered personally or mailed by United States mail, postage prepaid, addressed to the parties as follows:

To the Company or the Company Group:

SGS International, Inc.

626 West Main Street, Suite 500

Louisville, Kentucky 40202

Attention: Henry R. Baughman

Facsimile: 502.634.5298

To Advisor:

CVC Management LLC

399 Park Avenue, 14th Floor

New York, NY 10043

Attention: Joseph M. Silvestri

Facsimile: 212.888.2940

with a copy to:

Dechert LLP

Cira Centre

2929 Arch Street

Philadelphia, PA 19104

Attention: Craig L. Godshall

Facsimile: 215.994.2222

8. Assignment. Neither the Company nor any member of the Company Group may assign any obligations hereunder to any other party without the prior written consent of Advisor (which consent shall not be unreasonably withheld).

9. Successors. This Agreement and all the obligations and benefits hereunder shall inure to the successors and assigns of the parties.

10. Counterparts. This Agreement may be executed and delivered by each party hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute but one and the same agreement.

11. Entire Agreement; Modification; Governing Law. The terms and conditions hereof constitute the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersede all previous communications, either oral or written, representations or warranties of any kind whatsoever, except as expressly set forth herein. No modifications of this Agreement nor waiver of the terms or conditions thereof shall be binding

5

upon either party unless approved in writing by an authorized representative of such party. All issues concerning this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York.

12. Effective Time. This Agreement shall be effective as of the Effective Time without further action required on the part of any party hereto. If the Closing does not occur and the Stockholders Agreement is terminated, this Agreement shall have no force or effect and shall be deemed void ab initio.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

6

IN WITNESS WHEREOF, the parties have executed this Advisory Agreement as of the date first written above.

7

EX-10.30

Exhibit 10.30

LEASE

THIS DEED OF LEASE, dated as of the day of April, 2005, by and between SOUTHERN GRAPHIC SYSTEMS, INC., a Kentucky corporation, hereinafter referred to as “Tenant”, and 5301 LEWIS ROAD, L.L.C., a Virginia limited liability company, hereinafter referred to as “Landlord.”

WITNESSETH, that for and in consideration of the rent hereinafter reserved, and the covenants contained herein, the parties hereby agree as follows:

1. Leased Premises.

Landlord hereby leases to Tenant the portion of real property located at 5301 Lewis Road, Henrico County, Virginia, which is outlined in red on Exhibit A attached hereto, including a building located thereon containing a total of 88,384 square feet, a layout of which is attached hereto as Exhibit B, together with any easements which are located between the Premises and Lewis Road (the “Adjacent Parcel”) necessary to provide access to the foregoing premises from Lewis Road across the adjacent undeveloped land of Landlord (outlined in yellow on Exhibit C attached hereto) (the “Premises”). The Premises shall include all existing on-site parking (a minimum of 126 parking spaces), and all other paved areas located on the Premises. Provided, however, Landlord retains the right to relocate the parking designated on Exhibit A as “future parking”, at Landlord’s sole cost and expense, provided that the Premises shall thereafter continue to have a minimum of 126 parking spaces.

2. Term and Possession.

2.1. Term. The term of this Lease shall be for ten (10) years and three (3) months commencing May 1, 2005 (hereinafter referred to as the “Commencement Date”). The term of this Lease, as the same may be extended pursuant to Section 41, shall be referred to herein as the “Term”.

2.2. Exclusive Possession. Subject to any rights expressly reserved to Landlord herein, Tenant shall have exclusive access to the Premises, and shall have the right, in its sole discretion, to prevent access across the Premises by any future tenant of the Adjacent Parcel.

2.3 Option to Terminate. Tenant shall have the right, at its sole option, to terminate this Lease at any time after the end of the eighty seventh (87^th) month after the Commencement Date, provided that (i) Tenant is not then in default of any of its obligations hereunder, (ii) Tenant shall provide written notice of such termination at least two hundred seventy (270) days prior to the early termination date, and (iii) Tenant shall pay to Landlord, on or before the early termination date, an amount equal to the unamortized cost of (a) the Tenant Improvements (as defined herein), and (b) the total brokerage commissions paid by Landlord to Fischer & Company, both of which items are to be amortized at the rate of eight and one-half percent (8.5%) per annum over the original Term,.

2.4. Preparation of Premises. The rights and obligations of Landlord and Tenant with respect to the preparation of the Premises for occupancy by Tenant shall be governed by the provisions of Exhibit D attached hereto (the “Work Letter”).

3. Rent

3.1. Rent. Tenant shall pay to Landlord as rent for the Premises the amounts set forth below, payable without deduction, demand or offset, in equal monthly installments (hereinafter referred to as the “Basic Monthly Rental”), in advance on the first day of each calendar month during the Term commencing on the first day of the Term, and continuing on the first day of each month thereafter during the Term, mailed to P. O. Box 6482, Richmond, Virginia 23230, or hand delivered to 4801 Radford Avenue, Richmond, Virginia 23230. Rent checks shall be made payable to Landlord. Should the Term commence or terminate on a day other than the first day or the last day (as the case may be) of a calendar month, the parties agree that rental for the first and last month of the Term shall be prorated and rent for the remaining months shall be due and payable on the first of the month as provided above. As used herein the term “Rent” shall mean all amounts of Basic Monthly Rental as well as all additional rent or other payments which Tenant is obligated to pay to Landlord, including, without limitation, the amortization of the Tenant Allowance as provided in Exhibit D hereto. Tenant shall not pay the Basic Monthly Rental more than one (1) month in advance of its due date.

Month	Annual Rate/S.F.		Rent/Mo.		Rent/Ann.
1-3	$	0.00	$	0.00	$	0.00
4-15	$	4.75	$	34,985.33	$	419,824.00
16-27	$	4.85	$	35,685.04	$	428,220.48
28-39	$	4.95	$	36,398.74	$	436,784.89
4D-51	$	5.05	$	37,126.72	$	445,520.59
52-63	$	5.15	$	37,869.25	$	454,431.00
64-75	$	5.25	$	38,626.63	$	463,519.62
76-87	$	5.35	$	39,399.17	$	472,790.01
88-99	$	5.46	$	40,187.15	$	482,245.81
100-111	$	5.57	$	40,990.89	$	491,890.73
112-123	$	5.68	$	41,810.71	$	501,728.54

3.2 Operating Expenses. Tenant shall be responsible for the payment of, or reimbursement to Landlord for amounts incurred by Landlord, as operating expenses of the Premises, including, without limitation, all real estate taxes, insurance premiums for insurance coverage that is required pursuant to this Lease (except for the pollution liability insurance policy required under Section 11.7 of this Lease, for which Landlord shall pay up to $100,000 of the premium cost), and all maintenance expenses for maintenance required to be performed by Landlord (except for certain maintenance and repair expenses which are the sole responsibility of Landlord, pursuant to and to the extent set forth in Section 8.1 hereof). Such maintenance expenses shall include the cost of repairing and maintaining parking lots; access roads; truck passageways; routine non-capital repairs to the roof or roof membrane; drains, gutters and downspouts; landscaped areas; exterior walkways; water, sanitary sewer and storm sewer systems located outside the building; and the HVAC system (together with real estate taxes and insurance premiums, the “Operating Expenses”). Landlord estimates that the Operating Expenses for 2005 shall be $1.45 per square foot. Payments made by Landlord under the HVAC maintenance contract and the snow removal contract, or any similar, generally consistent replacement contracts, shall be included in the Operating Expenses and be reimbursed by Tenant to Landlord. . All Operating Expenses that are contracted services shall be at rates that are competitive in the Richmond, Virginia metropolitan area for similar properties. Tenant shall pay to Landlord on the first day of each month during the Term, beginning May 1, 2005, an

2

amount equal to 1/12^th of the anticipated Operating Expenses for the applicable Lease year. Landlord shall deliver to Tenant on or before February 28^th of each year during the Lease Term a reconciliation of the Operating Expenses for the previous Lease Year, which shall include sufficient detail to insure that the Operating Expenses relate exclusively to the Premises, and not to the Adjacent Parcel, and shall also deliver Landlord’s estimate of Operating Expenses for the then current Lease Year. If Tenant has over paid Operating Expenses for the preceding Lease year, then the amount of the overpayment shall be credited against the next succeeding month or months of Operating Expense payments by Tenant or, at Tenant’s option, such overpayment shall be refunded to Tenant within ten (10) days of Tenant’s request therefor. If Tenant has underpaid Operating Expenses for the preceding Lease year, Tenant shall pay the balance due to Landlord within thirty (30) days after receipt of Landlord’s reconciliation.

3.3. Tenant’s Expenses. Except as provided in Section 3.2 above, Tenant shall be responsible for the maintenance and repair of all non-structural portions of the Premises. In addition, Tenant shall enter into a contract providing for annual maintenance and testing of the sprinkler system, or assume such a contract from Landlord, which contract shall be reasonably acceptable to Landlord and Tenant, and Tenant shall provide the results of all such service and testing to Landlord. Tenant shall also be responsible for entering into an annual agreement for the provision of a security system (for burglary protection and monitoring of the sprinkler system), at its sole cost and expense, which contract shall be reasonably acceptable to Landlord.

3.4. Late Payment. Tenant hereby recognizes and acknowledges that if Rent is not received when due, Landlord will suffer damages and additional expense thereby and Tenant therefore agrees, in addition to such other remedies as are available to Landlord, to pay as additional rent (if not waived by Landlord) a service charge equal to five percent (5%) of any sum due hereunder which is not paid within seven (7) days of its due date. Notwithstanding the foregoing, Tenant shall only be required to pay such service charge if more than two (2) payments are not paid within seven (7) days of their due dates in the course of any calendar year. If Tenant fails to pay Rent within fifteen (15) days of its due date, such payment shall bear an interest rate of ten percent (10%) per annum. Furthermore, should Tenant fail to pay Rent when due three times during any calendar year, Landlord or its managing agent, Porter Realty Company, Inc. (“Porter”) shall have the right to require that Rent be made by certified or cashier’s check, or wire transfer.

4. Financial Responsibility.

Tenant shall provide to Landlord, upon Landlord’s request and only in connection with a sale or refinance of the Premises and no more often than once per calendar year during the Term, reasonable financial information concerning Tenant’s financial condition, provided the recipient(s) of such financial information first execute and deliver to Tenant Tenant’s form confidentiality agreement.

5. Use.

The Premises shall be used and occupied only for general office, manufacturing, assembly, storage, distribution uses, and any other lawful uses, and in strict accordance with all applicable laws and regulations of governmental authorities. It shall be Tenant’s responsibility to obtain assurance that the Premises is property zoned for Tenant’s contemplated use. Tenant shall not use or permit or suffer the use of the Premises for any unlawful or offensive business or purpose; use or permit the walls, fences or roof of the Premises to be used for advertising

3

purposes without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned; or operate diesel-powered forklifts upon or about the Premises at any time. Tenant shall not use nor permit the use of the Premises in any manner that will tend to create waste or a nuisance or, if there shall be more than one tenant in the building containing the Premises, wilt tend to disturb such other tenants. Tenant shall not store inventory, supplies or personal property outside of the building.

6. Utilities.

The Premises are separately metered for all public utilities for Tenant’s utility consumption. Tenant agrees to pay when due all utility charges incurred in connection with its use and occupancy of the Premises, including, but not limited to, electricity, gas, water, sewer and telephone and to immediately transfer all utility accounts into its own name and to make all required deposits at the Commencement Date. Tenant shall at all times keep the Premises adequately heated to prevent the sprinkler system and water pipes from freezing. Tenant shall keep all utilities connected and in use during the entire Term. Should Tenant discontinue the use of any utility during the term, Landlord may pay all fees for the re-connection and reasonable use of the utilities during the remainder of the Term and any costs incurred by Landlord shall be charged to Tenant as additional rent due within thirty (30) days of demand.

7. Condition of Promises.

7.1. Guaranties. Landlord agrees that Tenant may have the benefit of any guarantees or warranties which Landlord holds or may receive on any equipment or systems in the Premises for whatever period said guarantees and warranties may apply. This shall not, however, relieve Tenant from any responsibility for damage caused by its negligence or for maintenance or repairs as provided for in Section 8.3 below. Nothing herein contained shall constitute any representation that such guarantees and warranties are assignable or that Landlord warrants performance by the guarantor or warrantor.

7.2. Acceptance of Premises. Subject to construction of the Tenant Improvements, as provided in the Work Letter, and further subject to the obligations of Landlord set forth in Section 7.3 below, Tenant hereby accepts the Premises and any equipment thereon in their condition existing as of the Commencement Date or the date that Tenant takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county, state and federal laws, ordinances and regulations governing and regulating the use of the Premises (or any equipment thereon), and any easements, covenants, restrictions or other matters of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto, and further subject to latent defects in materials and workmanship. Landlord shall deliver the Premises to Tenant on the Commencement Date in full compliance with the Americans With Disabilities Act, 42 U.S.C. § 12101 et seq, {the “ADA”). If any Improvements are required to be made to the Premises pursuant to the ADA after the Commencement Date resulting from a change in the use of the Premises by Tenant from the previous tenant’s use of the Premises, such cost shall be paid by Tenant or reimbursed to Landlord within thirty (30) days after written request, accompanied by copies of invoices for such work. Tenant shall cause all alterations and Improvements to the Premises made by or on behalf of Tenant after the Commencement Date to be in full compliance with the ADA. Except as provided in this Section, Tenant shall have no responsibility with respect to insuring compliance of the Premises with the ADA. Tenant acknowledges that neither Landlord nor Porter has made any representation or warranty as to the present or future suitability of the Premises or any

4

equipment thereon for the conduct of Tenant’s business. Neither Landlord nor Porter shall be under any duty to instruct Tenant or others as to the use of arty equipment on the Premises.

7.3 Landlord shall replace the existing roof and replace HVAC units RTU 1-17 and SS-1 as promptly as practicable, taking into consideration the requirements of the last paragraph of the Work Letter. Landlord shall replace HVAC units RTU 18-21 when needed, pursuant to the recommendation of Colonial Mechanical Corporation or the HVAC vendor reasonably approved, in writing, by Landlord under contract for the Premises. Exhibit E attached hereto depicts alt of the HVAC units, by number.

8. Maintenance and Repairs.

8.1. Structural Maintenance. Landlord shall maintain in good condition and repair the structure of the Premises including the roof, roof membrane, drains, gutters, downspouts, foundation, exterior walls, floor slab, parking areas, driveways and sidewalks. The sprinkler system suspended in the Premises shall be the sole responsibility of Tenant. Landlord shall make all repairs becoming necessary by reason of any structural defect in the Premises; provided, however, that Landlord shall not be required to make any repairs necessitated by reason of any act or omission by Tenant, its employees, agents, licensees, invitees or anyone entering the Premises by force, but if Landlord does make any such repairs, Tenant agrees to promptly, within thirty (30) days after receipt of demand, reimburse Landlord for the full cost thereof. Any capital repairs to the roof or roof membrane, drains, gutters, downspouts, foundation or exterior walls shall be made at Landlord’s sole cost and expense. Notwithstanding the foregoing, the cost of any other repairs or maintenance incurred by Landlord shall constitute Operating Expenses. Landlord shall be responsible, at its sole cost and expense, for all repairs or replacements to the HVAC systems costing over $500.00; provided, however, that the figure of $500 shall be increased by $250 on the fifth anniversary of the Commencement Date, and on the first day of each fifth year thereafter during the Term including any renewals or extensions thereof. Tenant shall be responsible for the repair of any pipes or sprinkler systems rendered inoperative or damaged by Tenant’s failure to keep the Premises adequately heated and for any damages or injuries caused by such failure. No liability shall be imposed on Landlord because of any injury or damage to personal property, or because of any interference with the services and facilities listed above, caused by accidents, riots, strikes, or any other reason beyond the control of Landlord, and Landlord shall be under no duty to restore any of such services and facilities or to make any of the repairs for which Landlord is obligated, except after receipt of written notice from Tenant of a need therefor, and there shall be a reasonable period of time within which Landlord may make such repairs. Any costs which would be considered capital expenses under generally accepted accounting principles shall not be treated as Operating Expenses, and shall be paid solely by Landlord. Landlord hereby represents and warrants to Tenant that, as of the Commencement Date, (i) all building systems are in good working order, (ii) Landlord is not aware of any structural or major repairs required to be effected to the Premises; (iii) Landlord has not received any notice of noncompliance with laws with respect to the Premises, which has not been remedied; and (iv) to the best of Landlord’s knowledge, the Premises presently complies with all laws applicable to the structural components, base building systems and common areas of the Premises.

8.2. Snow and Ice Removal. Landlord shall enter into an annual contract for snow removal, which contract shall be reasonably acceptable to Tenant, the cost of which shall be an Operating Expense. Such contract shall provide that snow removal shall be provided upon the accumulation of three (3) inches of snow and that chemicals which may cause damage to concrete and other paved areas shall not be used.

5

8.3 Other Maintenance. Repairs and Replacements. Except as otherwise expressly provided in Section 8.1 and except to the extent a guarantor or warrantor performs under Section 7.1, Tenant shall, at its own expense, during the Term, keep the non-structural portions of the Premises in good order and condition, and make all repairs and do all acts of maintenance becoming necessary in, upon or about the Premises, at Tenant’s expense and shall maintain the floors and walls in a clean condition.

9. Alterations.

9.1. Installation. Tenant shall not make any alterations, additions, modifications or improvements (the “Alterations”) to the Premises affecting the structure of the Premises or costing in excess of $50,000.00 per occurrence without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned, nor without the consent of any mortgagee to the extent required. Any expenses incurred by Landlord in supervising construction of any non-structural Alterations shall be paid by Landlord. If Tenant makes any structural Alterations, Tenant shall reimburse Landlord the reasonable cost incurred by Landlord to supervise such structural Alterations. If Tenant desires to make any Alterations requiring Landlord’s consent, plans for same shall first be submitted to and approved in writing by Landlord, and same shall be done by Tenant, at its own expense, and Tenant agrees that all such work shall be done in a good and workmanlike manner and in accordance with applicable laws and regulations, that the structural integrity of the building shall not be impaired, that no penetration of the roof or any roofing membrane shall occur, that no liens shall attach to the Premises by reason thereof, and that Tenant will secure all necessary permits pertaining to the aforementioned Alterations. In the event that Tenant makes Alterations to the Premises which do not require Landlord’s consent Tenant shall provide to Landlord a copy of all plans for same for information purposes only and, upon completion of such Alterations, Tenant shall provide Landlord a copy of the “as built” plans for Landlord’s files. Tenant will not suffer or permit any contractor’s, subcontractor’s or supplier’s lien (a “Lien”) to be filed against the Premises or any part thereof by reason of work, labor services or materials supplied or claimed to have been supplied to Tenant; and if any Lien shall at any time be filed against the Premises or any part thereof, Tenant, within thirty [30) days after receipt of written notice of the filing thereof, shall cause it to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. If Tenant shall fail to cause such Lien to be discharged within the period aforesaid, then in addition to any other right or remedy, Landlord may, but shall not be obligated to, discharge it either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings. Any amount so paid by Landlord, plus all of Landlord’s costs and expenses associated therewith (including, without limitation, reasonable legal fees), shaft constitute additional rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord on demand with interest from the date of advance by Landlord at the rate of eight percent (8%) per annum.

9.2. Ownership and Removal. The Alterations, additions, modifications and improvements referred to in Section 9.1, if consented to in writing by Landlord, or if Landlord’s consent is not required shall become part of the real property as soon as they are affixed thereto and Landlord shall not require that Tenant remove all or any part of such Alterations prior to the expiration of the Term. Tenant may, at its expense, remove any non-structural alterations provided that Tenant repairs any damage to the Premises resulting from the removal of such alterations, as Tenant’s sole cost and expense.

6

10. Personal Property.

Intentionally deleted.

11. Environmental.

11.1 Tenant represents and warrants to Landlord that, during the term of this Lease, no Hazardous Substance (defined below) will be spilled, released, discharged, disposed, placed or otherwise caused to be located in the air, soil or water in, under or upon the Premises by Tenant.

11.2 Tenant agrees to defend, indemnify, and hold Landlord, its agents, representatives, officers, shareholders, directors and employees and its successors and assigns (collectively, the “Landlord Indemnities”), harmless against any and all liabilities, including but not limited to, losses, damages, actions, costs, fees of attorneys, consultants and experts and other expenses of any nature whatsoever which may be asserted against any of the Landlord Indemnitees, on account of any grounds whatsoever, including without limitation, any suit, administrative proceeding, citation, remediation demand, or judgments by any person or entity arising out of the spillage, release, discharge, disposal, or placement in or upon the air, soil or water in, under or upon the Premises caused by the sole actions or inactions of Tenant, its employees, agents, contractors and of Tenant’s invitees (the “Tenant Parties”) of any Hazardous Substance subsequent to the Commencement Date and during the term of Tenant’s occupancy of the Premises.

11.3 Landlord agrees to defend, indemnify, and hold Tenant, its agents, representatives, officers, shareholders, directors and employees and its successors and assigns (collectively, the “Tenant Indemnitees”), harmless against any and all liabilities, including but not limited to, losses, damages, actions, costs, fees of attorneys, consultants and experts and other expenses of any nature whatsoever which the Tenant Indemnitees may sustain, suffer or incur or which may be asserted against any of the Tenant Indemnitees, or on account of any grounds whatsoever, including without limitation, any suit, administrative proceeding, citation, remediation demand, or judgments by person or entity arising out of any past or future spillage, release, discharge, disposal, or placement in or upon the air, soil or water in, under or upon the Premises by anyone other than a Tenant Party during the term of this Lease of any Hazardous Substance.

11.4 For purposes of this Lease, the term “Hazardous Substance” shall mean any substance, chemical, or waste that is or shall be listed or defined as hazardous, toxic, or dangerous under Applicable Environmental Law (defined below), and any petroleum products.

11.5 For purposes of this Lease, the term “Applicable Environmental Law” shall include, but not be limited to, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. §§ 9601 et seq.; the Resource Conservation and Recovery Act (“RCRA”), 42, U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251 et seq.; the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1471 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 through 2619; the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j; as they have been amended from time to time, and their concomitant regulations; and any similar state and local laws and ordinances and the regulations implementing such statutes.

7

11.6 Tenant has delivered to Landlord an additional Phase II Environmental Assessment (the “Additional Report” ) from BB&L, dated January     , 2004 at Landlord’s expense (such reimbursement to Tenant shall not exceed $50,000). Landlord and Tenant acknowledge and agree that the environmental condition of the Premises, as provided in the Additional Report, has established the base line of existing environmental conditions located at the Premises. Tenant shall promptly deliver copies of any updates of the Additional Report to Landlord, without cost or expense to Landlord.

11.7 On or before August 1, 2005, Landlord shall provide to Tenant a 10-year pollution liability insurance policy, reasonably acceptable to Tenant, with coverage commencing on August 1, 2005 issued by an insurer reasonably acceptable to Tenant, with $10,000,000 coverage limits. If Tenant extends or renews the Term of this Lease pursuant to any right contained herein, Landlord shall, at its sole cost and expense, obtain a similar pollution liability insurance policy for the renewal or extension term, provided that the policy can be renewed at substantially the same rate.

12. Insurance.

12.1. Fire and Extended Coverage. Landlord shall, at all times during the Term, obtain and keep in force hazard insurance on the building in which the Premises are situated, in amounts not less than one hundred percent (100%) of the replacement cost of the building and the improvements (excluding footings and foundations). Tenant agrees, in addition to the provisions of Section 11, that it shall not do anything to cause Landlord’s insurance against loss by fire or such other hazards as are covered and protected against under policies of insurance commonly referred to and known as “all risk coverage” or “designated risk,” as well as public liability insurance, to be cancelled or that will prevent Landlord from procuring same in acceptable companies and at standard rates. Tenant shall further do everything reasonably possible and consistent with the conduct of Tenant’s business to enable Landlord to obtain the lowest possible rates for insurance on the Premises. “Insurance Costs” means all insurance premiums payable by Landlord in order to procure and maintain in force fire and extended coverage insurance with vandalism, malicious mischief, earthquake and sprinkler damage endorsements, liability insurance, rent loss insurance, plate glass insurance and such other insurance as may be required pursuant to the foregoing provisions, or deemed advisable by Landlord in connection with its ownership and operation of the building or complex of which the Premises are a part, all with such reasonable limits of coverage as Landlord may deem advisable. Tenant shall pay to Landlord, as an Operating Expense, the Insurance Costs.

12.2. Liability Insurance and Indemnification of Landlord. Landlord and Porter shall not be liable to Tenant for and Tenant does hereby release Landlord, Porter and their respective agents and employees from liability for any injury, loss or damages to Tenant or to any other person or property occurring upon the Premises or the approaches thereto or the parking facilities in or adjacent thereto from any cause, except Landlord’s negligence or willful misconduct. Tenant agrees to indemnify and save Landlord, Porter and their respective agents and employees harmless against and from any and all liability, damages, expenses, including reasonable attorneys’ fees, claims and demands of every kind, that may be brought against Landlord, for or on account of any damages, loss or injury to persons or property in or about the Premises during the Term unless caused by the negligence or willful misconduct of Landlord, its agents, employees or contractors. The foregoing indemnification shall survive the expiration or earlier termination of this Lease. Tenant also covenants and agrees, at its own expense, to maintain on all its personal property, a policy of property insurance on an all-risk form under blanket policies consistent with common, prudent industry practice, coverage written in the

8

manner in which Tenant customarily insures comparable risks. Tenant further agrees to carry, at its own expense, at all times, during the Term, commercial general liability insurance with a financially responsible insurance company, a bodily injury and property damage combined single limit policy of at least $3,000,000 per occurrence and $10,000,000 aggregate. All such policies maintained by Tenant for liability arising out of Tenant’s use and occupancy of the Premises but excluding Landlord’s repair and maintenance obligations, shall name each of Landlord and Porter as additional parties insured, and shall contain a provision that the same may not be cancelled or materially modified without giving Landlord and the Agent at least thirty (30) days’ prior written notice. In addition, certificates evidencing that such policies are in effect, shall be delivered to Landlord and Porter no later than the Commencement Date, and renewals shall be delivered prior to the expiration or cancellation of any such policy. If Tenant fails to comply with its covenant to maintain insurance as provided herein, Landlord may, at its option, cause insurance as aforesaid to be issued and, in such event, Tenant shall pay promptly when due the premiums for such insurance as additional rent hereunder. Prior to procuring such insurance, Landlord shall provide Tenant with five (5) days written notice of Landlord’s intent sent by U.S. registered or certified mail or by an independent overnight courier service.

12.3 Liability and Indemnification of Tenant. Tenant shall not be liable to Landlord and/or Porter (in all cases) for, and Landlord hereby releases Tenant from liability for any injury, loss or damages to Landlord or to any other person or property occurring upon the Premises or the approaches thereto or the parking facilities in or adjacent thereto from any cause, except for Tenant’s negligence or willful misconduct. Landlord agrees to indemnify and save Tenant harmless against and from any and all liability, damages, expenses, including reasonable attorneys’ fees, claims and demands of every kind that may be brought against it, for or on account of any damages, loss or injury to persons or property in or about the Premises during the Term, unless caused by the negligence or willful misconduct of Tenant, its agents, employees or contractors. The foregoing indemnification shall survive the expiration or earlier termination of this Lease. Landlord also covenants and agrees to carry at all times during the Term, commercial general liability insurance with a financially responsible insurance company , a bodily injury and property damage combined single limit policy of at least $3,000,000 per occurrence, with $10,000,000 aggregate. Such policy shall name each of Tenant, Landlord and Porter as a party insured, as their interests may appear, and shall contain a provision that the same may not be cancelled or materially modified without giving Tenant at least thirty (30) days prior written notice. In addition, certificates evidencing that such policies are in effect shall be delivered to Tenant no later than the Commencement Date, and renewals shall be delivered prior to the expiration or cancellation of any such policy. If Landlord fails to comply with this covenant to maintain insurance as provided herein, Tenant may, at its option, cause insurance as aforesaid to be issued and, in such event, such expenses shall not be included within the Operating Expenses for the year in which such premiums are paid by Tenant. Prior to procuring such insurance, /Tenant shall provide Landlord with five (5) days written notice of Tenant’s intent sent by U.S. registered or certified mail or by an independent overnight courier service.

12.4 Waiver of Subrogation. Each party hereto, and anyone claiming through or under them by way of subrogation, waives and releases any cause of action it might have against the other party and Porter and their respective employees, officers, members, partners, trustees and agents, on account of any loss or damage that is insured against under any insurance policy required to be obtained hereunder (to the extent that such loss or damage is recoverable under such Insurance policy) that covers the Premises, Landlord’s or Tenant’s fixtures, personal property, leasehold improvements or business and which names Landlord and

9

Porter or Tenant, as the case may be, as a party insured. Each party hereto agrees that it will cause its insurance carrier to endorse all applicable policies waiving the carrier’s right of recovery under subrogation or otherwise against the other party. During any period while such waiver of right of recovery is in effect, each party shall look solely to the proceeds of such policies for compensation for loss, to the extent such proceeds are paid under such policies.

13. Permits – Compliance with Laws.

13.1. Permits. Tenant shall, at its own expense, promptly obtain from the appropriate governmental authorities any and all permits, licenses and the like required to permit Tenant to occupy the Premises for the purposes herein stated, except for any permits that Landlord is required to obtain in order to satisfy Landlord’s obligations under the Work Letter. This requirement shall not relieve Tenant of its liability for rent from the Commencement Date.

13.2. Compliance with Laws. Tenant shall promptly comply with all statutes, laws, ordinances, orders, rules, regulations and requirements of the federal, state and local governments and of the Board of Fire Underwriters, affecting the Premises or applicable to the use of the Premises, whether material or incidental to such use, and shall be responsible for the correction, prevention and abatement of nuisances or violations in, upon or connected with the Premises during the Term. Tenant shall also promptly comply with all changes in such statutes, laws, ordinances, orders, rules, regulations and requirements. Tenant shall bear the full cost and risk of all such compliance, including the cost of any alterations, additions, or improvements required by such statutes, laws, ordinances, orders, rules, regulations and requirements, whether or not structural in nature. Tenant shall bear full responsibility and liability for any failure of the Premises to so comply. To the extent that any alterations, additions, changes or improvements are required by such statutes, laws, ordinances, orders, rules, regulations and requirements, Tenant shall first obtain Landlord’s written consent pursuant to Section 9.1 above.

14. Assignment and Subletting.

Tenant may not assign this Lease or any interest herein or sublet the whole or any part of the Premises, or permit the same to be occupied by anyone other than Tenant (collectively, a “Transfer”), without in each instance having first obtained Landlord’s prior written consent, which consent Landlord shall not unreasonably withhold, delay or condition. Tenant’s written request for consent to any proposed assignment or sublease shall include all relevant terms and a copy of the proposed assignment document or sublease.

If Landlord should consent to any such Transfer, Tenant shall nevertheless remain the principal obligor to Landlord under all the terms, conditions, covenants and obligations of this Lease, any Guarantor of this Lease shall remain obligated under its Guaranty, and the acceptance of a Transfer shall be construed as a promise on the part of such transferee to be bound by and to perform all of the terms, conditions and covenants by which Tenant herein is bound. No such Transfer shall be construed to constitute a novation or a release of any claim Landlord may then or thereafter have against Tenant hereunder. Landlord’s consent to any Transfer shall not be deemed a consent to any subsequent Transfer and any transferee shall not further assign this Lease or further sublease the Premises or permit any other Transfer without first obtaining the express written consent of Landlord which consent Landlord shall not unreasonably withhold.

Except in the case of an assignment or sublet to a Permitted Transferee, as hereinafter defined, within ten (10) days of receipt of Tenant’s request for consent to an assignment or

10

sublease of the entire Premises, Landlord may notify Tenant that Landlord desires to terminate this Lease and recapture the portion of the Premises affected by Tenant’s request for consent and, in such event, this Lease shall terminate effective on the earlier of thirty (30) days after Landlord’s notice of recapture or the date cited as the commencement date for the proposed sublease or assignment in Tenant’s request for consent. Upon the effective date of Landlord’s recapture of the Premises, Tenant shall be released of all further obligation and liability under this Lease, except for any liability of Tenant pursuant to Section 11.2 above.

One-half of all amounts received by Tenant as a result of any Transfer, after first deducting all of Tenant’s reasonable expenses of such Transfer, shall be the property of Landlord (the “Excess Rent”) shall belong to Landlord, but the same shall not be deemed a consent by Landlord to any such Transfer or a waiver of any right or remedy of Landlord hereunder. As a condition precedent to Landlord’s consent to any Transfer, Tenant hereby irrevocably assigns to Landlord, as additional security for Tenant’s obligations under this Lease, all rent from any Transfer, and Landlord, as assignee, may collect such rent and apply it toward Tenant’s obligations under this Lease, except that, until the occurrence of an event constituting a default under any provision of this Lease, Tenant shall have the right to collect such rent, provided Tenant shall immediately upon receipt remit to Landlord one-half of the Excess Rent, as provided in the preceding sentence.

If Tenant is a corporation, any Transfer by or from Tenant by merger, consolidation, reorganization or liquidation, or the sale or other transfer of a controlling percentage of the capital stock, or a sale of fifty percent (50%) of the value of the assets of Tenant, shall, for purposes of this Lease, constitute a Transfer. The phrase “controlling percentage” means the ownership of, and right to vote, stock possessing at least 50% of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding, and entitled to vote for the election of directors. If Tenant is a partnership, any sale or other transfer of all or any portion of any general partner or managing partner interest in Tenant shall constitute a Transfer.

Notwithstanding anything to the contrary in this Section 14, Tenant may assign this Lease or sublet all or any portion of the Premises to any subsidiary or affiliate of Tenant (“Permitted Transferee”), without the necessity of Landlord’s approval, provided that such transfer shall not constitute a novation or release of any claim Landlord may then or thereafter have against Tenant hereunder.

If Tenant requests Landlord to consent to a Transfer, Tenant shall pay to Landlord, whether or not such consent shall be ultimately granted, Landlord’s reasonable attorneys’ fees actually incurred in connection with such request, not to exceed $2,500.00.

15. Subordination.

Unless otherwise provided in the applicable instrument, Tenant accepts this Lease, and the tenancy created hereunder, subject and subordinate to any underlying leases, mortgages, – deeds of trust, leasehold mortgages or other security interests now or hereafter a lien upon or affecting the Premises or any part thereof. Tenant shall, at any time hereafter, on request, execute any instruments that may be required by any mortgage, mortgagee, deed of trust, trustee, or underlying owner or Landlord hereunder to subordinate Tenant’s interest hereunder to the lien of any such mortgages, deed or deeds of trust or underlying lease, and the failure of Tenant to execute any such instruments, leases or documents shall constitute a default hereunder, provided, however, Tenant shall not be required to execute any subordinating instrument unless and until such holder of any such mortgage, deed or deed of trust, or

11

underlying lease executes and delivers to Tenant its agreement not to disturb Tenant’s use or occupancy of the Premises in accordance with the terms of this Lease Agreement upon any foreclosure or conveyance in lieu thereof.

16. Attornment and Non-Disturbance.

Tenant agrees that upon any termination of Landlord’s interest in the Premises, Tenant will, upon request, attorn to the person or organization succeeding in title to the Premises (the “Successor”) and to all subsequent Successors, and shall pay to the Successor all rents and other monies required to be paid by Tenant hereunder and perform all of the other terms, covenants, conditions and obligations contained in this Lease; provided, however, that Tenant shall not be so obligated to attorn unless, if Tenant shall so request in writing, such Successor shall execute and deliver to Tenant an instrument, in form reasonably acceptable to Tenant and Landlord’s mortgagee, wherein such Successor agrees that so long as Tenant performs all of the terms, covenants and conditions of this Lease, Tenant’s possession of the Premises under the provisions of this Lease will not be disturbed by any such Successor. Landlord agrees to provide such a non-disturbance agreement from any Lender holding a lien against the Premises or any portion thereof within ten (10) business days after execution of this Lease by Landlord and Tenant.

17. Taxes and Assessments.

Tenant agrees to pay Landlord as additional rent for the Premises, during each calendar year of Term, all real estate taxes, charges and assessments, special or otherwise, levied upon or with respect to the Premises, the building of which the Premises are a part or the tax parcel upon which the Premises are located, imposed by federal, state or local governments (excluding income, franchise, capital stock, estate or inheritance taxes or taxes based on receipt of rentals, unless the same shall be in substitution for or in lieu of a real estate tax or assessment) and any personal property taxes imposed on the fixtures, machinery, equipment, apparatus, systems and appurtenances in, upon or used in connection with the operation of the building of which the Premises are a part (“Taxes”). If because of any change in the method of taxation of real estate any other or additional tax or assessment is imposed upon Landlord, the Premises, or the rents or income from the same, or in substitution for or in lieu of any tax or assessment that would otherwise be a real estate tax or personal property tax of the type described above, then the other or additional tax or assessment shall also be deemed a real estate tax and included within Taxes.” In the event the tax assessment on the tax parcel of which the Premises are a part is increased at any time as a result of any alterations, additions or improvements made by Tenant, or by Landlord at Tenant’s request, to the Premises, Tenant shall be responsible for the payment of all such increases (the “Improvement Tax”) as additional rent. Tenant shall promptly pay when due all taxes and assessments levied by any public authority on Tenant’s trade fixtures, equipment and other property of Tenant located on or about the Premises and all other taxes occasioned by its business or use of the Premises.

Tenant shall pay before delinquency any and all taxes, assessments, license fees and public charges levied, assessed or imposed and which become payable during the Term upon Tenant’s fixtures, furniture, appliances and personal property installed or located in or on the Premises. Tenant shall also pay all franchise taxes, business taxes or other similar taxes which may be levied or imposed upon the Premises or the business carried on therein and also all other taxes and rates which are or may be payable by Tenant.

12

Should any governmental taxing authority levy, assess or impose a tax and/or assessment (other than a net income tax) upon or against the rentals payable by Tenant to Landlord and/or against the gross receipts received by Landlord from Tenant, either by way of substitution for or in addition to any existing tax on land or buildings or otherwise. Tenant shall be responsible for and pay such tax or assessment, or shall reimburse Landlord for the amount thereof, as the case may be, as additional rent, within thirty (30) days of receipt of a bill therefore from Landlord

18. Property Loss or Damage.

Tenant hereby expressly agrees that Landlord shall not be responsible in any manner for and does hereby release Landlord and its agents and employees from any and all liability for any damage or injury directly or indirectly caused by (i) dampness or water, whether due to a break or leak in any part of the roof, heating, plumbing, sprinkler or other system within the Premises, or in the building in which the Premises are located, no matter how caused, (ii) theft (iii) fire or other casualty, or (iv) any other cause whatsoever, except when due to Landlord’s negligence or misconduct.

19. Tenant’s Failure to Perform.

In the event that Tenant fails, after fifteen (15) days’ written notice from Landlord, to keep the Premises in good condition and repair, or to commence and continuously make required repairs and replacements, or to do any act or make any payment or perform any term or covenant on Tenant’s part required under this Lease or otherwise fails to comply herewith, Landlord may (at its option, but without being required to do so) immediately, or at any time thereafter and without notice perform the same for the account of Tenant (including entering the Premises at all reasonable hours to make repairs and do any act or make any payment which Tenant has failed to do), and if Landlord makes any expenditures, or incurs any obligations for the payment of money in connection therewith, including, but not limited to, attorneys’ fees in instituting, prosecuting or defending any action or proceeding, such sums paid or obligations incurred, with interest at the rate of eight percent (8%) per annum and costs, shall be deemed to be additional rent hereunder and shall be paid by Tenant to Landlord within five (5) days of rendition of any bill or statement to Tenant therefor. All rights given to Landlord in this paragraph shall be in addition to any other right or remedy of Landlord herein contained.

20. Landlord’s Right to Enter and Show Premises.

20.1. Landlord’s Right to Inspect and Repair. Tenant agrees to permit Landlord to enter the Premises at any reasonable time for the purpose of determining the condition of the Premises and making repairs thereto, as provided above in Section 8.1. Landlord shall not be liable for inconvenience to or disturbance of Tenant by reason of any such entry, provided Landlord does not materially interfere with Tenant’s business operations.

20.2. Landlord’s Right to Show Premises. Tenant agrees that Landlord may show prospects through the Premises during normal business hours, may display a “For Sale” sign at any time on the Premises, and, within the last eight (8) months of the lease term, may display a “For Lease” or similar sign on the Premises.

20.3 Advance Notice from Landlord. In the event that Landlord exercises or intends to exercise its rights to enter the Premises pursuant to Sections 20.1 or 20.2 above, or if Landlord performs any of its obligations pursuant to Sections 8.1 (except for routine maintenance,

13

including, but not limited to, landscaping and snow removal), Landlord shall provide at least twenty-four (24) hours advance notice of Landlord’s intent to enter the Premises (except in the event of an emergency, in which event no notice shall be required, but Landlord shall advise Tenant promptly thereafter of the circumstances for Landlord’s having entered the Premises). Upon entering the Premises, Landlord’s employees, contractors and agents must be prepared to provide proper identification. An employee of Tenant shall accompany Landlord and its employees, contractors, agents, invitees, mortgagees or guests, while within the Premises.

21. Surrender at End of Term.

Except as otherwise provided in Section 9.2, Tenant shall vacate the Premises at the expiration or earlier termination of this Lease and shall remove all goods and effects not belonging to Landlord and shall surrender possession of the Premises and all fixtures and systems thereof undamaged in good repair, reasonable wear and tear and insured casualty damage excepted, and the Premises, inside and out, shall be left in “broom dean condition”.

22. Holding Over.

Provided that Landlord has not executed a lease with a new tenant for all or any portion of the Premises, Tenant shall have the right, by providing at least ninety (90) days prior written notice to Landlord, to hold over for up to three (3) consecutive one (1) month periods following the expiration of the Lease. All of the rights and obligations of Landlord and Tenant herein shall remain the same during any such holdover period, except that the Basic Monthly Rental shall be equal to one hundred twenty-five percent (125%) of the Basic Monthly Rental that was in effect upon expiration of the Lease, and Landlord shall not be required to maintain or renew the environmental insurance policy described in Section 11.7 during any holdover period.

If Landlord has executed a lease with a new tenant for all or a portion of the Premises, and Tenant does not immediately surrender possession of the Premises at the termination of this Lease, Tenant shall become a tenant at sufferance only, subject to all of the provisions of this Lease except that the rate of the Basic Monthly Rental shall be 150% the Basic Monthly Rental applicable just prior to termination of this Lease, such rental to be payable in advance; but unless Landlord elects to accept such rental from Tenant, Landlord shall continue to be entitled to re-take possession of the Premises without any prior notice to Tenant. If Tenant shall fail to surrender possession of the Premises immediately upon the expiration of the Term, Tenant hereby agrees that all of the obligations of Tenant and all rights of Landlord applicable during the Term shall be equally applicable during such period of subsequent occupancy, whether or not a month-to-month tenancy shall have been created as provided in this paragraph. Tenant further agrees that it shall be liable for any damages suffered by Landlord by reason of Tenant’s failure to immediately surrender the Premises.

23. Destruction, Fire or Other Casualty.

In case of partial damage to the Premises by fire or other casualty, insured against by Landlord, Tenant shall give immediate notice thereof to Landlord, and Landlord, to the extent that insurance proceeds respecting such damage are subject to and, in fact, are under the control and use of Landlord, shall thereupon cause such damage to all property owned by Landlord to be repaired within a reasonable time at the expense of Landlord, due allowance being made for reasonable delay which may arise by reason of adjustment of loss under insurance policies on the part of Landlord and/or Tenant, and for reasonable delay on account of “labor troubles” or any other cause beyond Landlord’s control, and to the extent that the

14

Premises are rendered untenantable, the rent shall proportionately abate. In the event the damage shall be so extensive to the Premises as to render it uneconomical, in Landlord’s opinion, to restore for the use of Tenant, as specified in Section 5 hereof, or Landlord shall decide not to repair or rebuild the Premises, this Lease, at the option of Landlord, shall be terminated upon written .notice to Tenant. In the event that the damage to the Premises shall exceed thirty percent (30%) of the floor area or in the event that Landlord commences to repair and restore the Premises but fails to complete such repair and restoration within 210 days from the date of damage, then, in either event, Tenant may, at the option of Tenant, terminate this Lease upon written notice to Landlord. If this Lease is terminated by either Landlord or Tenant pursuant to this paragraph, the rent shall, in such event, be paid to or adjusted as of the date of such damage, and the terms of this Lease shall expire by lapse of time upon the third day after such notice is mailed, and Tenant shall thereupon vacate the Premises and surrender the same to Landlord, but no such termination shall release Tenant from any liability to Landlord arising from such damage or from any breach of the obligations imposed on Tenant hereunder.

24. Eminent Domain.

If the entire Premises shall be substantially taken (either temporarily or permanently) for public purposes, or in the event Landlord shall convey or lease the Premises to any public authority under threat of condemnation or taking, the rent shall be adjusted to the date of such taking or leasing or conveyance, and this Lease shall thereupon terminate. If only a portion of the Premises shall be so taken, leased or condemned, and as a result of such partial taking, Tenant in Tenant’s reasonable opinion, is reasonably able to use the remainder of the Premises for the purposes intended hereunder, then this Lease shall not terminate, but, effective as to the date of such taking, leasing or condemnation, the rent hereunder shall be abated in any amount thereof proportionate to the area of the Premises so taken, leased or condemned. If, following such partial taking, Tenant shall not be reasonably able to use the remainder of the Premises for the purposes intended hereunder, then this Lease shall terminate as if the entire Premises had been taken, leased or condemned. In the event of a taking, lease or condemnation as described in this Section, whether or not there is a termination hereunder, Tenant shall have no claim against Landlord other than an adjustment of rent, to the date of taking, lease or condemnation, and Tenant shall not be entitled to any portion of any amount that may be awarded as damages or paid as a result or in settlement of such proceedings or threat, provided, however, that Tenant may separately pursue a claim against the condemnor for the value of Tenant’s personal property which Tenant is entitled to remove under this Lease, moving costs, loss of business, and other claims Tenant may have, but only to the extent Landlord’s award is not diminished by such Tenant claim.

25. Defaults - Remedies.

The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Tenant:

(a) The failure by Tenant to make any payment of Rent within ten (10) days after receipt of written notice from Landlord;

(b) The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Tenant other than described in Section (b) hereinabove, where such failure shall continue for a period of thirty (30) days after receipt of written notice thereof from Landlord to Tenant; provided, however, that if the nature of Tenant’s default is such that more than thirty (30) days are reasonably required for its cure, then Tenant

15

shall not be deemed to be in default if Tenant commences such cure within said five-day period and thereafter, diligently and continuously prosecutes such cure to completion; or

(c) The making by Tenant of any general assignment or general arrangement for the benefit of creditors, filing by or against Tenant under any law relating to bankruptcy (unless in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days) the appointment of a trustee or receiver to take possession of substantially all of Tenant’s assets located in the Premises or Tenant’s interest in this Lease where possession is not restored to Tenant within thirty (30) days, or the attachment, execution of other judicial seizure of substantially all of Tenant’s assets located at the Premises or Tenant’s interest in this Lease, where such seizure is not discharged within thirty (30) days.

In the event of such material default or breach by Tenant, Landlord may, at any time thereafter, with or without notice or demand, without limiting Landlord in the exercise of any other right or remedy which Landlord may have hereunder or pursuant to applicable law by reason of such default or breach, proceed in the following manner:

Notwithstanding that Landlord prior to such breach or default shall have received rent or any payment, however designated, for the use of the Premises from or on behalf of Tenant or from any other person and regardless of and notwithstanding the fact that Landlord has or may have some other remedy under this Lease or by virtue hereof, or by law or in equity, Landlord may, immediately or at any time after any of such breach or default give Tenant a notice of termination of this Lease, and, upon the giving of such notice, this Lease and the Term and estate hereby granted shall expire and terminate upon the day so specified in such notice as fully and completely and with the same force and effect as if the day so specified were the date hereinbefore fixed for the normal expiration of the Term and all rights of Tenant under this Lease shall expire and terminate, but Tenant shall remain liable for damages as hereinafter provided.

Upon any such termination of this Lease, Tenant shall peaceably quit and surrender the Premises to Landlord, and Landlord may, without further notice, enter upon, re-enter, possess and repossess itself thereof, by summary proceeding, ejectment, unlawful detainer or otherwise, and may dispossess and remove Tenant and all other persons and property from the Premises, and may have, hold and enjoy the Premises and the right to receive all rental and other income of and from the same. No re-entry by Landlord shall be deemed an acceptance of a surrender of this Lease.

It is covenanted and agreed by Tenant that in the event of the termination of this Lease or of re-entry by Landlord, under any of the provisions of this Section 25 or pursuant to law by reason of default hereunder on the part of Tenant. Tenant will pay to Landlord, as damages, sums equal to the Rent which would have been payable by Tenant had this Lease not so terminated, payable upon the days specified herein following such termination or such re-entry and until the date hereinabove set for the normal expiration of the Term, provided, however, that if Landlord shall re-let the Premises during said period (it being understood that Landlord has no obligation to do so), Landlord shall credit Tenant with the net rents, if any, received by Landlord from such re-letting, such rents to be determined by first deducting from the gross rents as and when received by Landlord from such re-letting, the expenses incurred or paid by Landlord in terminating this Lease or of re-entering the Premises and of securing possession thereof, as well as the expenses of re-letting, including altering and preparing the Premises for new tenants, brokers’ commissions and all other expenses chargeable against the Premises and the

16

rental therefrom; but in no event shall Tenant be entitled to receive any excess of such net rents over the sums otherwise payable by Tenant to Landlord hereunder.

Suit or suits for the recovery of such damages, or any installments thereof, may be brought by Landlord from time to time at its election, and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the Term would have expired if it had not been terminated under the provisions of this paragraph, or under any provisions of law, or had Landlord not re-entered the Premises. Landlord shall also be entitled to collect from Tenant any attorneys’ fees arising out of Tenant’s default hereunder. Landlord shall also be entitled to such other remedies as may be available at law or in equity in the event of default by Tenant hereunder.

Landlord shall have all rights and remedies now or hereafter existing at law or in equity with respect to the enforcement of Tenant’s obligations hereunder and the recovery of the Premises. No right or remedy herein conferred upon or reserved to Landlord shall be exclusive of any other right or remedy, but shall be cumulative and in addition to all other rights and remedies given hereunder or now or hereafter existing at law. Landlord shall be entitled to injunctive relief in case of the violation, or attempted or threatened violation, of any covenant, agreement, condition or provision of this Lease, or to a decree compelling performance of any covenant, agreement, condition or provision of this Lease. Nothing herein contained shall limit or prejudice the right of Landlord to exercise any or all rights and remedies available to Landlord by reason of default or to prove for and obtain in proceedings under any bankruptcy or insolvency laws, an amount equal to the maximum allowed by any law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to, or less than the amount of the loss or damage referred to above.

26. Several Liability.

If Tenant shall be one or more individuals, corporations or other entities, whether or not operating as a partnership or joint venture, then each such individual, corporation, entity, joint venture or partner shall be deemed to be both jointly and severally liable for the payment of the entire rent and other payments specified herein and all other duties and obligations of Tenant hereunder.

27. Estoppel Certificates.

Tenant agrees at any time and from time to time upon twenty (20) days’ prior notice by Landlord to execute, acknowledge and deliver to Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications) and the dates to which the rent and other charges have been paid in advance, if any, and stating whether or not, to the best knowledge of the signer of such certificate, Landlord is in default in performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which the signer may have knowledge, and such other matters as Landlord may request, it being intended that any such statement hereunder may be relied upon by any third party not a party to this Lease.

17

28. Notices.

Wherever in this Lease it shall be required or permitted that notice or demand be given or served by either party to this Lease to or on the other party, such notice or demand shall be deemed to have been duly given or served if in writing and either (i) personally served; (ii) delivered by pre-paid nationally recognized overnight courier service (e.g. Federal Express) with evidence of receipt required for delivery; or (iii) delivered by Registered or Certified mail, return receipt requested, postage prepaid; in all such cases addressed to the parties at the addresses set forth below. Each such notice shall be deemed to have been given to or served upon the party to which addressed on the date the same is delivered or delivery is refused. Either party hereto may change its address to which said notice shall be delivered or mailed by giving written notice of such change to the other party hereto, as herein provided.

To Tenant	SOUTHERN GRAPHIC SYSTEMS, INC.
	c/o Alcoa Inc.
	201 Isabella Street
	Pittsburgh, PA 15212-5858
	Attn: Manager, Corporate Real Estate
With a copy to:	FISCHER & COMPANY
	13455 Noel Road, Suite 1900
	Dallas, TX 75240
	Attn: Alcoa Account Manager
To Landlord:	5301 LEWIS ROAD, LLC
	c/o Porter Realty Company, Inc.
	4801 Radford Avenue
	P.O. Box 6482
	Richmond, VA 23230

29. Severability.

If any term or provision of this Lease or the application thereof to any person or circumstances shall, to any extent be invalid or unenforceable, the remainder of this Lease or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Lease shall be valid and enforceable to the fullest extent permitted by law.

30. Captions.

All headings in this Lease are intended for convenience of reference only and are not to be deemed or taken as a summary of the provisions to which they pertain or as a construction thereof.

31. Successors and Assigns.

Except as otherwise provided, the covenants, conditions and agreements contained in this Lease shall bind and inure to the benefit of Landlord and Tenant and their respective heirs, distributees, executors, administrators, successors and assigns.

18

32. Governing Law.

This Lease was made in the Commonwealth of Virginia and shall be governed by and construed in all respects in accordance with the laws of the Commonwealth of Virginia.

33. Incorporation of Prior Agreements.

This Lease contains all agreements of the parties with respect to any matters contained herein. No prior agreement or understanding pertaining to any such matter shall be affected. This Lease may be modified only in writing and signed by the parties in interest at the time of the modification.

34. Cumulative Remedy.

No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity

35. Agency.

Landlord hereby recognizes Porter and Fisher & Company as agents for procuring this Lease, and Landlord agrees to pay commissions to Porter and Fisher & Company in accordance with the terms of separate written agreements between Landlord, Porter and Fisher & Company. The parties hereto acknowledge and agree that references in this Lease to Porter are deemed to refer to Porter Realty Company, Inc., in its capacity as the management agent of Landlord, and that Porter Realty Company, Inc., has no ownership interest in the Premises.

36. Auctions.

Tenant shall not conduct, nor permit to be conducted, either voluntarily or involuntarily, any auction or “going-out-of-business” sale upon the Premises without first having obtained Landlord’s prior written consent, which consent Landlord shall not be obliged to grant.

37. Recording.

Landlord or Tenant shall, upon the request of the other, execute, acknowledge and deliver to the requesting party a “short form” memorandum of this Lease suitable for recording purposes. The cost of recordation shall be borne by the party requesting the execution of the memorandum.

38. Easements.

Landlord reserves to itself the right, from time to time, to grant such easements, rights and dedications that Landlord deems necessary or desirable, to relocate utilities on or across the Premises, and to cause the recordation of subdivision maps and restrictions, so long as such easements, rights, dedications, maps and restrictions do not unreasonably interfere with the permitted use of or access to the Premises by Tenant and do not preclude the use by Tenant of Clivebrook Road or the access road on the northern boundary of the Adjacent Parcel owned by Landlord. Tenant shall sign any of the aforementioned documents upon request of Landlord and failure to do so shall constitute a material breach of this Lease. Notwithstanding anything contained herein to the contrary, Landlord’s right to grant easements, rights and dedications on or across the Premises shall not extend to increasing traffic across the Premises

19

by parties unrelated to or uninvited by Tenant, except that Landlord and any tenant of the Adjacent Parcel shall have a right of access over the travel lane on the Premises of the driveway connecting the two access roads from Lewis Road to the Premises for the purpose of access to the Adjacent Parcel, provided that the exercise of such right of access does not inhibit or interfere with Tenant’s use of the Premises.

39. Authority.

If Tenant is a corporation, trust or general or limited partnership, each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of said entity. If Tenant is a corporation, trust or partnership, Tenant shall, within thirty (30) days after receipt of Landlord’s written request therefor, deliver to Landlord evidence of such authority satisfactory to Landlord. The failure to deliver such evidence shall, at Landlord’s option, be deemed a default hereunder.

40. Miscellaneous.

(a) As used in this Lease, and where the context requires: (1) the masculine shall be deemed to include the feminine and neuter and vice-versa; and (2) the singular shall be deemed to include the plural and vice-versa.

(b) Tenant covenants and agrees that it shall not inscribe, affix or otherwise display signs, advertisements or notices in, on, upon or behind any windows or on any door, partition or other part of the inferior or exterior of the building without the prior written consent of Landlord, which consent Landlord shall not unreasonably withhold. If such consent be given by Landlord, any such sign, advertisement or notice shall be inscribed, painted or affixed by Landlord, or a company reasonably approved by Landlord but the cost of same shall be charged to and be paid by Tenant, and Tenant agrees to pay the same promptly, on demand. Upon the expiration or earlier termination of this Lease, only if and when directed by Landlord in writing. Tenant shall, at Tenant’s expense, promptly remove any such signs, advertisements or notices and restore the Premises to its former condition. Landlord shall have the right to inscribe, affix or otherwise display signs on the exterior of the building of which the Premises are a part, at the Landlord’s discretion, including without limitation signs identifying Landlord, the building or complex of which the Premises are a part, or other tenants in the building or complex of which the Premises are a part.

(c) Tenant covenants and agrees that it shall not attach or place awnings, antennas or other projections to the outside walls or any exterior portion of the building. No curtains, blinds, shades or screens shall be attached to or hung in, or used in connection with any window or door of the Premises, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Upon the expiration or earlier termination of this Lease, Tenant shall, upon the request of Landlord, at Tenant’s expense, promptly remove any such curtains, blinds, shades, screens, awnings, antennas or other projections, and restore the Premises to its former condition.

(d) Tenant further covenants and agrees that it shall not pile or place or permit to be placed any goods on the sidewalks or parking lots in the front, rear or sides of the building, or to block said sidewalks, parking lots and loading areas and not to do anything that directly or indirectly will adversely affect any of the rights of any other tenant of Landlord.

20

(e) Except as otherwise expressly provided, neither Landlord nor Tenant shall be deemed to have waived any of the provisions hereof unless the waiver be in writing and signed by the party against whom waiver is sought to be enforced.

(f) Provided that Tenant is not in default under the terms of this Lease, and except where another standard is required pursuant to the terms of this Lease, any consent, permission or approval Landlord requires under this Lease shall not be unreasonably conditioned, withheld or delayed, and if approval is not given, Landlord shall advise Tenant in writing stating the reason or reasons for the disapproval by Landlord with particularity.

(g) Where Landlord has the right to perform any work related to the Premises pursuant to the terms of this Lease, or where Landlord directs Tenant to use specified contractors, only bids of such contractors which are competitive in the Richmond, Virginia metropolitan area, shall be accepted by Landlord or required to be accepted by Tenant.

(h) Notwithstanding anything in this Lease to the contrary, in no event shall Landlord or Tenant be liable to the other or any party claiming through or on behalf of the other, for any indirect, special or consequential damages, including, without limitation, lost profits or revenues arising from breach of this Lease or otherwise. The foregoing limitations shall not apply, however, to claims relating to bodily injury or death or damage to tangible personal properly caused by the negligence of Tenant, Landlord, or their respective employees, agents or contractors, nor to any damages claimed by Landlord pursuant to Section 22 herein or any damages to which Landlord is specifically entitled under Section 25 herein.

(i) Landlord shall act in a reasonable and prudent manner in exercising any of its rights hereunder that may adversely affect Tenant’s use and occupancy of the Premises, so as not to interfere more than is reasonably necessary under the circumstances with Tenant’s use and enjoyment of the Premises.

(j) Landlord and Tenant agree to cooperate with each other to obtain any and all tax abatements and other municipal incentives available to either party as a result of Tenant entering into this Lease (the “Municipal Incentives”). Landlord will pass through to Tenant one hundred percent (100.0%) of all Municipal Incentives specifically allocated to the Premises throughout the Term, including any renewal terms, provided, however, that Tenant shall pay to Landlord, as additional rent, any expenses reasonably incurred by Landlord in obtaining such Municipal Incentives.

41. Renewal Option.

Provided that at the end of the original Term of this Lease, Tenant is not in default in any of the terms, conditions or covenants contained herein, then Tenant (but not any assignee or subtenant except Permitted Transferees) is hereby granted two (2) options to renew this Lease for additional term(s) of five (5) years each. If Tenant elects to renew this Lease for an additional term, Tenant shall notify Landlord, in writing, of its election to renew the Lease for such renewal term not less than two hundred seventy (270) days before the end of the current term. During such renewal term(s), If exercised, this Lease shall be on the same terms and conditions as are contained herein except there shall be no further renewal options after the second option term expires unless expressly granted by Landlord in writing and the annual sum of rent payable in Basic Monthly Rental installments during such renewal term(s) shall be increased by two percent (2.0%) of the Basic Monthly Rental for the immediately preceding lease year, and the Basic Monthly Rental will continue to increase at two percent (2.0%) per

21

annum for each year thereafter. The Tenant Allowance described in Exhibit D attached hereto shall have been fully amortized at the expiration of the initial Term of this Lease and shall have no effect on the calculation of the renewal term Basic Monthly Rental. in addition, if Tenant exercises its option for the first renewal term, Landlord agrees, at its sole cost and expense, not to exceed $135,000.00, to repaint the walls and resurface the flooring areas (new carpet or floor tile as the case may be) in the entire office area (19,856 square feet) located in the Premises.

42. Agency Disclosure.

Landlord and Tenant hereby confirm the following:

Fischer & Company has acted in this transaction as agent for Tenant. Porter has acted in this transaction as agent for Landlord. Oral or written disclosure of such representation was provided to both Tenant and Landlord prior to the negotiation and execution of this Lease Agreement.

ONE OF THE MEMBERS OF LANDLORD IS A LIMITED LIABILITY COMPANY WHOSE MEMBERS, ROBERT E. PORTER, JR., RICHARD W. PORTER, AND CLIFFORD B. PORTER ARE LICENSED REAL ESTATE BROKERS WITH PORTER REALTY, INC., WHICH IS A LICENSED VIRGINIA REALTY COMPANY, AND AS SUCH ARE ACTING FOR THEIR OWN ACCOUNT.

****************

LANDLORD AND TENANT HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE. SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. THE PARTIES SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN LEGAL COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.

22

IN WITNESS WHEREOF, Landlord and Tenant have signed and sealed this tease as of the day and year above written by their duly authorized partner or officer, as the case may be.

My Commission Expiree June 18, 2006

23

LIST OF EXHIBITS

Exhibit A - Description of Premises

Exhibit B - Building Layout

Exhibit C - Description of Adjacent Parcel

Exhibit D - Tenant Improvement Work Letter

Exhibit E - Location of HVAC Units

24

EXHIBIT A

DESCRIPTION OF PREMISES

EXHIBIT B

BUILDING LAYOUT

EXHIBIT C

DESCRIPTION OF ADJACENT PARCEL

EXHIBIT D

TENANT IMPROVEMENT WORK LETTER

1. Tenant Improvements. Certain improvements to the Premises will be required in order for Tenant to operate its business within the Premises (the ‘Tenant Improvements”). The cost of constructing the Tenant Improvements will include design and engineering expenses, hard and soft construction costs, cost of demolition, permit fees, the cost of compliance with the ADA if required due to Tenant’s space plan (excepting modifications to existing improvements not in compliance). The construction drawings for completion of the Tenant Improvements shall be prepared by Tenant as soon as reasonably practicable, and delivered to Landlord for Landlord’s review and approval (which may include review by Landlord’s architect and other professional consultants, depending upon the scope of work), which shall not be unreasonably withheld, conditioned or delayed (the “Plans”). The Plans shall include all proposed demolition of any part of the Premises. Landlord shall expedite its review of the Plans to the extent reasonably practicable. Any change orders shall be similarly approved by Landlord, and revised Plans addressing the change orders shall be delivered to Landlord and updated as-built Plans shall be provided to Landlord reflecting any work to the Premises occurring after the initial completion of the Tenant Improvements. Landlord shall not be responsible for construction of the Tenant Improvements, or the payment of any costs associated therewith, except as otherwise expressly provided herein, which Tenant Improvements shall be constructed by Tenant in accordance with the terms of this Exhibit D (the “Work Letter”). The Tenant Improvements shall be constructed on an “open book” basis, with copies of all bids, contracts, and invoices for the Tenant Improvements being made available to Landlord for inspection. The Tenant Improvements shall be constructed in accordance with the requirements of Section 9.1 of the Lease relating to Alterations. As-built plans for the Tenant Improvements shall be provided by Tenant to Landlord upon completion of the Tenant Improvements. Tenant shall deliver final preliminary drawings to Landlord and Landlord’s architect which define the complete scope of work as soon as possible for their review and approval, which approval shall not be unreasonably withheld, delayed or conditioned. Tenant shall also deliver to Landlord and Landlord’s architect a copy of the final contract documents to be used for permitting purposes prior to commencing any work within the Premises.

2. Insurance. Prior to commencement of construction of the Tenant Improvements, Tenant shall obtain, at its expense, and shall maintain at all times during any period of construction at the Premises, a builders risk Completed Value (nonreporting form) insurance policy with an all risk endorsement, naming Landlord and its mortgagee as additional named insureds, as their interests may appear, and shall provide evidence of such insurance coverage to Landlord and its mortgagee prior to commencement of construction. In addition, Tenant shall supply

to Landlord and its mortgagee prior to commencement of construction evidence of public liability insurance, covering Tenant’s contractor and any sub-contractors, in a form and with a company satisfactory to Landlord, with a bodily injury and property damage combined single limit coverage of at least $5,000,000 per occurrence. Evidence of such public liability insurance coverage, naming Landlord and its mortgagee as additional insureds, as their interests may appear, shall be delivered to Landlord prior to commencement of any construction.

3. Tenant Improvement Allowance.

(a) Landlord agrees to provide to Tenant a finish allowance for completion of the Tenant Improvements (the “Tenant Allowance”) in the amount, of Six Hundred Thirty-Five Thousand Five Hundred Eighty-Seven and 00/100 Dollars ($635,587.00). The allowance was derived as follows:

Warehouse area:	59,934 s.f. x $6.10/s.f.=	$	365,597.00
Office & Finished Areas:	28,460 s.f. (19,856 s.f. + 8.604 s.f.) x $9.487/s.f. =	$	269,990.00
	TOTAL:	$	635,587.00

The Tenant Allowance is to be used to pay the cost of all or a portion of the Tenant Improvements, including, without limitation, architectural, mechanical, plumbing, wiring, cabling and electrical design costs, costs payable to Tenant’s contractor’s. The Tenant Allowance will be amortized at the rate of eight and one-half percent (8.5%) per annum, to be repaid to Landlord as additional rent in equal monthly installments over the initial Term of the Lease. The first monthly installment of the Tenant Allowance will be paid with the first monthly installment of Basic Monthly Rental, and shall continue to be paid on the first day of each month thereafter until fully amortized. The monthly payments by Tenant for the Tenant Allowance amortization will be Seven Thousand Eight Hundred Eighty and 37/100 Dollars ($7,880.37), which equals $1.07 per s.f. per annum. Tenant shall be responsible for the payment of interest to Landlord at the rate of eight and one-half percent (8.5%) on all sums disbursed to Tenant from the Tenant Allowance prior to August 1, 2005, which interest shall be due and payable on August 1, 2005.

(b) In the event that the estimated or actual cost of the Tenant Improvements exceeds the amount of the Tenant Allowance (“Overruns”), Tenant shall pay for the Overruns.

(c) Landlord will pay up to the full amount of the Tenant Allowance to reimburse Tenant for the cost of the Tenant Improvements provided that Tenant shall deliver to Landlord, with its request or requests for reimbursement or payment, copies of invoices evidencing that the reimbursement or payment is for actual Tenant Improvements to the Premises, made in accordance

2

with the Plans approved by Landlord, and free of any mechanics’ or materialmen’s liens. Upon Landlord’s request, Tenant shall deliver lien waivers from Tenant’s contractor and any sub-contractors for all work performed at the Premises. Tenant may deliver copies of invoices to Landlord once per month during construction of the Tenant Improvements, and within thirty (30) days after Substantial Completion, and Landlord, within thirty (30) days of receipt of each invoice delivery, shall remit to Tenant or its designee the full amount of such invoices, up to the aggregate total of the Tenant Allowance. Tenant shall ensure that each invoice submitted to Landlord shall be on a standard AIA Payment Form G-702. Tenant shall deliver to Landlord, concurrent with the monthly deliveries of invoices, a spreadsheet setting forth the total cost of tenant improvements constructed to date, and such spreadsheet shall be updated with each draw request. Tenant may request that payments be made directly to Tenant’s contractor and, in such event, Tenant acknowledges that Landlord shall make such disbursement as an accommodation to Tenant, and Landlord shall not have any liability for construction warranties or defects in the construction of the Tenant Improvements, latent or otherwise, and Tenant shall hold Landlord harmless from same.

(d) Any sums not disbursed by August 1, 2005, as set forth in Section 3(c) above shall be deposited by Landlord to an escrow account to be administered by an escrow agent mutually acceptable to Landlord and Tenant, (the “Escrow Agent”). Landlord and Tenant agree that an institutional lender holding a first deed of trust encumbering Landlord’s interest in the Premises shall be deemed an acceptable Escrow Agent. The Escrow Agent shall disburse the remaining Tenant Allowance utilizing the same method as in Section 3(c) above until the Tenant Improvements are complete and the last invoice is paid or reimbursed, as the case may be. All interest earned on the escrowed sums shall be credited to Tenant. Any unused Tenant Allowance and the interested accrued thereon shall be returned to Landlord provided, however, Tenant shall have the benefit of such funds as set forth in Section 3(e) below. All fees of the Escrow Agent, solely in its capacity as Escrow Agent, shall be shared equally between Landlord and Tenant.

(e) If the actual cost of the Tenant Improvements is less than the amount of the Tenant Allowance, Tenant may, at its option, either (i) receive a credit against the Basic Monthly Rental payments commencing upon the date that Basic Monthly Rental payments first become due, and continuing thereafter until all of the unspent Tenant Allowance has been credited, or (ii) the Basic Monthly Rent will be reduced by amortization of the unspent Tenant Allowance over the initial Term of the Lease at the rate of eight and one-half percent (8.5%) per annum.

4. Base Building Improvements. Notwithstanding anything in this Exhibit D to the contrary, the following improvements shall be made by Landlord, at Landlord’s sole expense, and will not be deducted from the Tenant Allowance (the “Base Building Improvements”):

(a) Landlord shall provide to the Premises 4,000 amps of 480/277 volt three phase service, with separate metering for the Premises.

3

(b) Domestic water service shall be provided with a minimum 2 inch water main.

(c) The roof shall be replaced.

(d) Air conditioning units 1 through 17 and SS-1 shall be replaced in accordance with the drawing and letter from Colonial Mechanical Corporation attached hereto.

(e) Fire sprinkler system throughout the warehouse consistent with local code. Notwithstanding the foregoing, if any upgrades are required to be made to the fire sprinkler system, such cost shall be paid by Tenant or reimbursed to Landlord within thirty (30) days after written request, accompanied by copies of invoices for such work.

Landlord shall commence the Base Building Improvements as soon as reasonably practicable after Landlord’s review and approval of the Plans for the Tenant Improvements, and shall diligently pursue completion of the Base Building Improvements. Landlord and Tenant acknowledge that certain aspects of the Base Building Improvements will require coordination with the construction of the Tenant Improvements. Accordingly, Landlord and Tenant agree, and agree to instruct their contractors, agents and employees, to cooperate in good faith to coordinate completion of both the Tenant Improvements and Base Building Improvements as expeditiously as possible. In the event that Landlord incurs any additional expense in completion of the Base Building Improvements as a result of the need to coordinate completion of the Base Building Improvements with the completion of the Tenant Improvements, which would not have otherwise been incurred by Landlord, Tenant shall reimburse Landlord for any such reasonable expenses within thirty (30) days after delivery of written notice by Landlord to Tenant.

4

EXHIBIT E

LOCATION OF HVAC UNITS

EX-10.32

Exhibit 10.32

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of April 10, 2006 between [Jim Dahmus] (the “Executive”) and SGS International, Inc., a Delaware corporation (the “Company”), recites and provides as follows:

WHEREAS, the Company and the Executive wish to set forth the terms of Executive’s employment with the Company; and

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein, the receipt and sufficiency of which are hereby acknowledged by each of the parties, the Company and the Executive agree as follows:

1. Employment.

(a) Position. On the terms and subject to the conditions set forth herein, the Company agrees to employ the Executive as the Chief Financial Officer of the Company throughout the Employment Term (as defined below). At the request of the Chief Executive Officer and without additional compensation, the Executive shall also serve as an officer and/or director of any or all of the subsidiaries of the Company.

(b) Duties and Responsibilities. The Executive shall have such duties and responsibilities that are consistent with the Executive’s position as the Chief Executive Officer determines and shall perform such duties and carry out such responsibilities to the best of the Executive’s ability for the purpose of advancing the business of the Company and its subsidiaries. The Executive shall report to the Chief Executive Officer of the Company. Subject to the provisions of Section 1(c) below, during the Employment Term the Executive shall devote the Executive’s full business time, skill and attention to the business of the Company and its subsidiaries, and, except as specifically approved by the Chief Executive Officer, shall not engage in any other business activity or have any other business affiliation.

(c) Other Activities. Anything in this Agreement to the contrary notwithstanding, as part of the Executive’s business efforts and duties on behalf of the Company, the Executive may participate in social, charitable and civic activities, and, if specifically approved by the Chief Executive Officer, the Executive may serve on the boards of directors of other companies, provided that such activities do not unreasonably interfere with the performance of and do not involve a conflict of interest with the Executive’s duties or responsibilities hereunder.

2. Employment Term. The “Employment Term” hereunder shall commence on the date set forth above and shall continue in full force and effect until the third (3^rd) anniversary of the date hereof unless terminated earlier pursuant to the terms and conditions of this Agreement. The Employment Term will renew hereunder automatically for successive one-year periods unless either party gives written notice to the other not less than ninety (90) days prior to the end of Employment Term hereof (or any subsequent anniversary, as the case may be) that such party does not wish the Employment Term to be so extended, and under such circumstances, the Employment Term and this Agreement will terminate by its terms, and without liability to either

party, on the fourth anniversary of the date hereof (or such subsequent anniversary, as the case may be).

3. Compensation. During the Employment Term, the Company will pay and/or otherwise provide the Executive with compensation and related benefits as follows:

(a) Base Salary. The Company agrees to pay the Executive, for services rendered hereunder, an initial base salary at the annual rate of $220,000 (the “Base Salary”). Base Salary will be reviewed annually throughout the Employment Term by the Board or the Compensation Committee of the Board of Directors. The Base Salary shall be payable in equal periodic installments, less any sums which may be required to be deducted or withheld under applicable provisions of law. The Base Salary for any partial year shall be prorated based upon the number of days elapsed in such year.

(b) Bonus Plan. The Executive shall be eligible to participate in the Company’s bonus plans for senior management with an annual incentive target of fifty percent (50%) of Base Salary (“Incentive Payment”), subject to achievement of such program’s objectives and final approval of the Board.

(c) Benefits. During the Employment Term (and thereafter to the extent expressly provided herein), the Executive shall be entitled to participate in all of the Company’s employee benefit plans applicable to the Company’s comparable senior executives according to the terms of those plans.

4. Termination of Employment.

(a) By the Company For Cause. The Company may terminate the Executive’s employment under this Agreement at any time for Cause (as defined in Section 4(e)) and shall provide written notice of termination to the Executive (which notice shall specify in reasonable detail the basis upon which such termination is made). In the event the Executive’s employment is terminated for Cause, all provisions of this Agreement (other than Sections 5 through 14 hereof) and the Employment Term shall be terminated. Upon termination for Cause, the Executive shall be entitled to payment of the Executive’s earned and unpaid Base Salary to the date of termination.

(b) Upon Death of Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and earned and unpaid Base Salary to the date of death shall be paid to the Executive’s surviving spouse or, if none, the Executive’s estate, and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period of one hundred eighty (180) days, the Company may terminate this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall

-2-

be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the last sentence of this subsection (b)) and accrued and unpaid Base Salary to the date of termination. The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year.

(c) By the Company Without Cause.

(i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s death or disability. The Company shall provide written notice of termination to the Executive, which notice shall specify the effective date of such termination and that the termination is without Cause the (“Termination Date”). If the Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder. Thereafter, conditioned upon the Executive executing and not revoking a general release in favor of the Company, the Board and their affiliates, in a form acceptable to the Company, the Company shall pay the Executive the amounts set forth in this subsection (c). Under such circumstances, the Company shall pay the Executive an amount equal to fifty percent (50%) of the Executive’s Base Salary for a period of twelve (12) months (the “Termination Period”), in such periodic installments as were being paid immediately prior to the Termination Date.

(ii) The Company shall pay the Executive, on the date the Executive would otherwise be paid the Incentive Payment, an amount equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of complete months in the Termination Period and the denominator of which is 12.

(iii) The Company shall also be obligated to pay to the Executive earned and unpaid Base Salary to the Termination Date.

(iv) During the Termination Period, the Executive and the Executive’s dependents will be entitled to continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974) in which the Executive and the Executive’s dependents participated on the Executive’s Termination Date with respect to any such plans

-3-

for which such continued participation is allowed pursuant to applicable law and the terms of the plan. Notwithstanding the foregoing, the coverage or reimbursements for coverage provided, under this subsection (iv) shall cease if the Executive and/or the Executive’s dependents become covered under an employee welfare benefit plan of another employer of the Executive that provides the same or similar type of benefits.

(d) By the Executive. The Executive may terminate the Executive’s employment, and any further obligations which the Executive may have to perform services on behalf of the Company hereunder at any time after the date hereof; by sending written notice of termination to the Company not less than thirty (30) days prior to the effective date of such termination. During such thirty (30) day period, at the election of the Company, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder. Except as provided below, if the Executive shall elect to terminate the Executive’s employment hereunder (other than as a result of the Executive’s death or disability), then the Executive shall be entitled to receive accrued and unpaid Base Salary to the date of termination, but the Company shall have no further obligation to make payments or provide benefits to the Executive under Section 3 hereof. Anything in this Agreement to the contrary notwithstanding, the termination of the Executive’s employment by the Executive for Good Reason (as defined in Section 4(e)), shall be deemed to be a termination of the Executive’s employment without Cause by the Company for purposes of this Agreement, and the Executive shall be entitled to the payments and benefits set forth in Section 4(c) above, subject to the Executive executing and not revoking a general release in favor of the Company, the Board and their affiliates, in a form acceptable to the Company. Notwithstanding the foregoing, in no event shall any termination of employment by the Executive be deemed for Good Reason unless the Executive terminates employment within thirty (30) days of when the Executive learns of the act or conduct that constitutes Good Reason.

(e) Definitions. For purposes of this Agreement, the following definitions will apply:

(i) Cause. The term “Cause” means: (i) gross or willful misconduct; (ii) willful and repeated failure to comply with the lawful directives of the Chief Executive Officer, the Board or any supervisory personnel; (iii) any criminal act or act of dishonesty or willful misconduct any act of fraud, dishonesty or misappropriation involving the Company or its subsidiaries; (iv) any conviction or plea of guilty or nolo contendere to a felony or a crime involving dishonesty; (v) the breach of the terms of any confidentiality, non-competition, non-solicitation or employment agreement the employee has with the Company or its subsidiaries; (vi) the material failure to perform the duties and responsibilities of employee’s position after written notice and a reasonable opportunity to cure (not to exceed 30 days); (vii) grossly negligent conduct; or (viii) activities materially damaging to the property, operations, business or reputation of the Company or its subsidiaries. As used herein, ‘material failure’ shall mean a significant or substantial failure to perform or a failure to perform which has a material adverse

-4-

effect on the business, operations prospects or financial condition of the Company.

(ii) Good Reason. “Good Reason” means, after written notice by the Executive to the Chief Executive Officer and the Board, and a reasonable opportunity for the Company to cure (not to exceed 30 days), that (i) the Executive’s Base Salary is not paid or is reduced by more than 10 percent in the aggregate or other than as part of a salary reduction program pursuant to which all executives are reduced by the same percentage at the same time and for the same period of time, (ii) the Executive’s target Incentive Payment is reduced, (iii) the Executive’s job duties and responsibilities are diminished, provided however, any diminution in the Executive’s job duties and responsibilities after notice of non-renewal of the Employment Term is given by either party shall not be considered “Good Reason” hereunder. For purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered “Good Reason” hereunder.

5. Confidential Information. The Executive understands and acknowledges that during the Executive’s employment with the Company, the Executive has been and will be making use of, acquiring or adding to the Company’s Confidential Information (as defined below). In order to protect the Confidential Information, the Executive will not, during the Executive’s employment with, the Company or at any time thereafter, in any way utilize any of the Confidential Information, except in connection, with the Executive’s employment by the Company. The Executive will not at any time use any Confidential Information for the Executive’s own benefit or the benefit of any person except the Company. At the end of the Executive’s employment with the Company, the Executive will surrender and return to the Company any and all Confidential Information in the Executive’s possession or control, as well as any other Company property that is in the Executive’s possession or control. The Executive acknowledges and agrees that any breach of this Section 5 would be a material breach of this Agreement. The term “Confidential Information” shall mean any information that is confidential and proprietary to the Company, including but not limited to the following general categories:

(i) trade secrets;

(ii) lists and other information about current and prospective customers;

(iii) plans or strategies for sales, marketing, business development, or system build-out;

(iv) sales and account records;

(v) prices or pricing strategy or information;

(vi) current and proposed advertising and promotional programs;

(vii) engineering and technical data;

-5-

(viii) the Company’s methods, systems, techniques, procedures, designs, formulae, inventions and know-how; personnel information;

(ix) legal advice and strategies; and

(x) other information of a similar nature not known or made available to the public or the Company’s Competitors (as defined in Section 8).

Confidential Information includes any such information that the Executive may prepare or create during the Executive’s employment with the Company, as well as such information that has been or may be created or prepared by others. This promise of confidentiality is in addition to any common law or statutory rights of the Company to prevent disclosure of its Trade Secrets and/or Confidential Information.

6. Return of Documents. All writings, records and other documents and things containing any Confidential Information in the Executive’s custody or possession shall be the exclusive property of the Company, shall not be copied and/or removed from the premises of the Company, except in pursuit of the business of the Company, and shall be delivered to the Company, without retaining any copies, upon the termination of the Executive’s employment or at any time as requested by the Company.

7. Reaffirm Obligations. Upon termination of the Executive’s employment with the Company, the Executive shall, if requested by the Company, reaffirm in writing Employee’s recognition of the importance of maintaining the confidentiality of the Company’s proprietary information and trade secrets and reaffirm all of the obligations set forth in Section 5 of this Agreement.

8. Non-Compete; Non-Solicitation. The Executive agrees that:

(a) while the Executive is employed by the Company, the Executive will not, directly or indirectly, compete with the business conducted by the Company, and the Executive will not, directly or indirectly, provide any services to a Competitor.

(b) For a period of twelve (12) months after the Executive’s employment with the Company ends for any reason (the “Non-Competition Period”), the Executive will not compete with the Company by performing or causing to be performed any duties or services for a Competitor of the Company in any capacity whatsoever, directly or indirectly, within any state of United States or any country in which, at the time the Executive’s employment with the Company ends, the Company provides services or products, offers to provide services or products, or has documented plans to provide or offer to provide services or products within the Non-Competition Period (the “Service Area”). Additionally, the Executive agrees that during the Non-Competition Period, the Executive will not, directly or indirectly, sell, attempt to sell, provide or attempt to provide, any graphic image services, to any person or entity who was a customer or prospective customer of the Company, at any time during the Executive’s employment with the Company. The restrictions set forth above shall immediately terminate and shall be of no further force or effect in the event of a default by the Company in the payment of any consideration, if any, to which the Executive is entitled under Section 8(h) below, which default is not cured within thirty (30) days after written notice thereof. The Executive

-6-

acknowledges and agrees that because of the nature of the Company’s business, the nature of the Executive’s job responsibilities, and the nature of the Confidential Information and Trade Secrets of the Company which the Company will give the Executive access to, any breach of this provision by the Executive would result in the inevitable disclosure of the Company’s Trade Secrets and Confidential Information to its direct competitors.

(c) While the Executive is employed by the Company and during the Non-Competition Period, the Executive will not, directly or indirectly, solicit or encourage any employee of the Company to terminate employment with the Company; hire, or cause to be hired, for any employment by a Competitor, any person who within the preceding 12 month period has been employed by the Company, or assist any other person, firm, or corporation to do any of the acts described in this subsection (c).

(d) The Executive acknowledges and agrees that the Company has legitimate business interest in preventing him from engaging in activities competitive with it as described in this Section 8 and that any breach of this Section 8 would constitute a material breach of this Section 8 and this Agreement.

(e) The Company may notify anyone employing the Executive or evidencing an intention to employ the Executive during the Non-Competition Period as to the existence and provisions of this Agreement and may provide such person or organization a copy of this Agreement. The Executive agrees that the Executive will provide the Company the identity of any employer the Executive plans to go to work for during the Non-Competition Period along with the Executive’s anticipated start date. The Executive further agrees to provide a copy of this Agreement to anyone who employs the Executive during the Non-Competition Period.

(f) The Executive acknowledges and agrees that this Section 8 is intended to limit the Executive’s right to compete only to the extent necessary to protect the Company’s legitimate business interest. The Executive acknowledges and agrees that the Executive will be reasonably able to earn a livelihood without violating the terms of this Section 8. If any of the provisions of this Section 8 should ever be deemed to exceed the time, geographic area, or activity limitations permitted by applicable law, the Executive agrees that such provisions may be reformed to the maximum time, geographic area and activity limitations permitted by applicable law, and the Executive authorizes a court or other trier of fact having jurisdiction to so reform such provisions. In the event the Executive breaches any of the restrictions or provisions set forth in this Section 8, the Executive waives and forfeits any and all rights to any further benefits under this Agreement, including but not limited to the consideration set forth in subsection (i) below as well as any additional payments, compensation, benefits or severance pay he may otherwise be entitled to receive under this Agreement. Additionally, in the event the Executive breaches any of the restrictions or provisions set forth in this Section 8, the Executive agrees to repay the Company for any of the consideration set forth in subsection (i) below that the Executive received prior to the breach as well as any additional payments, compensation, benefits or severance pay the Executive might otherwise have previously received under Section 4(c) of this Agreement.

-7-

(g) For purposes of this Section 8, the following definitions will apply:

(i) “Directly or indirectly” as used in this Agreement includes an interest in or participation in a business as an individual, partner, shareholder, owner, director, officer, principal, agent, employee, consultant, trustee, lender of money, or in any other capacity or relation whatsoever. The term includes actions taken on behalf of the Executive or on behalf of any other person. “Directly or indirectly” does not include the ownership of less than 2% of the outstanding shares of any corporation, if such shares are publicly traded in the over-the-counter market or listed on a national securities exchange.

(ii) “Competitor” as used in this Agreement means any person, firm, association, partnership, corporation or other entity that competes or attempts to compete with the Company by providing or offering to provide graphic image services within any state or country in which the Company provides or offers those services or products.

(h) In consideration of the Executive’s undertakings set forth in this Section 8 with respect to periods after termination of employment, but only in the event that the Executive is entitled to the benefits and payments under Section 4(c) above, the Company will pay the Executive an amount equal to fifty percent (50%) of his Base Salary during the Non-Competition Period, in such periodic installments as his Base Salary was being paid immediately prior to termination of employment. In the event the Executive is not entitled to the benefits and payments under Section 4(c) above, the Company will not pay Executive any of the consideration set forth in this Section 8(i).

(i) In the event the Executive breaches any of the restrictions or provisions set forth in this Section 8, the Executive waives and forfeits any and all rights to any further payments under subsection (h) or otherwise under this Agreement. This waiver and forfeiture shall be effective even in the event a court refuses to enforce the restrictions set forth in this Section 8.

9. Remedies. The parties hereto agree that the Company would suffer irreparable harm from a breach by the Executive of any of the covenants or agreements contained herein. Therefore, in the event of the actual or threatened breach by the Executive of any of the provisions of this Agreement, the Company may, in addition and supplementary to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violation of the provisions hereof. The Executive agrees that these provisions are reasonable.

10. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company and its affiliates and their successors and assigns, and shall be binding upon and inure to the benefit of the Executive and the Executive’s legal representatives and assigns, provided that in no event shall the Executive’s obligations to perform services for the Company and its affiliates be delegated or transferred by the Executive. The Company may assign or transfer its rights hereunder to a successor corporation in the event of a merger, consolidation or transfer or sale of all or substantially all of the assets of the Company or of the

-8-

Company’s business. The Executive may not transfer or assign the Executive’s rights and obligations under this Agreement.

11. Modification or Waiver. No amendment, modification, waiver, termination or cancellation of this Agreement shall be binding or effective for any purpose unless it is made in a writing signed by the party against whom enforcement of such amendment, modification, waiver, termination or cancellation is sought. No courses of dealing between or among the parties to this Agreement shall be deemed to affect or to modify, amend or discharge any provision or term of this Agreement. No delay on the part of the Company or the Executive in the exercise of any of their respective rights or remedies shall operate as a waiver thereof, and no single or partial exercise by the Company or the Executive of any such right or remedy shall preclude other or further exercises thereof. A waiver of a right or remedy on any one occasion shall not the construed as a bar to or waiver of any such right or remedy on any other occasion.

12. Governing Law; Jurisdiction. This Agreement and all rights, remedies and obligations hereunder, including, but not limited to, matters of construction, validity and performance shall be governed by the laws of the State of Kentucky without regard to its conflict of laws principles or rules. To the full extent lawful, each of the Company and the Executive hereby consents irrevocably to personal jurisdiction, service and venue in connection with any claim or controversy arising out of this Agreement in the courts of the State of Kentucky located in Louisville, Kentucky and in the federal courts in District of Kentucky.

13. Severability. Whenever possible each provision and term of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision or term of this Agreement shall be held to be prohibited by or invalid under such applicable law, then such provision or term shall be ineffective only to the extent of such prohibition or invalidity, without in validating or affecting in any manner whatsoever the remainder of such provisions or term or the remaining provisions or terms of this Agreement. If any provision contained in Sections 5 or 8 of this Agreement shall for any reason be held to be excessively broad or unreasonable as to time, territory, or interest to be protected, a court is hereby empowered and requested to construe such provision by narrowing it so as to make it reasonable and enforceable to the extent provided under applicable law.

14. Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same Agreement.

15. Headings. The headings of the Sections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof and shall not affect the construction or interpretation of this Agreement.

16. Entire Agreement. This Agreement (together with all documents and instruments referred to herein) constitutes the entire agreement, and supersedes all other prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof, including any employment or management continuity agreement under which the Executive hereby agrees to waive all rights and which is hereby terminated.

-9-

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

-10-

EX-10.33

Exhibit 10.33

THIRD AMENDMENT TO LOAN AGREEMENT

THIS THIRD AMENDMENT TO THE LOAN AGREEMENT (this “Third Amendment”) is made as of the 28^th day of April 2006 by and between SOUTHERN GRAPHIC SYSTEMS, INC., a Kentucky corporation (“Lender”), as assignee from Alcoa Securities Corporation, and MOZAIC GROUP LTD., a Missouri corporation (“Borrower”).

WHEREAS, Lender and Borrower have entered into a Loan Agreement dated June 30, 2004, which was subsequently amended by a First Amendment dated as of the 14^th day of September 2004 and by a Second Amendment dated as of the 18^th day of August 2005 (as amended, the “Loan Agreement”);

WHEREAS, Lender and Borrower entered into a Forbearance Agreement dated as of March 31, 2006 with respect to Borrower’s payment obligations under the Loan Agreement in connection with Borrower’s negotiations with Enterprise Bank & Trust (“Enterprise”) to establish a revolving line of credit (the “Enterprise Line”);

WHEREAS, Borrower and Enterprise have established the Enterprise Line effective as of the date hereof pursuant to a Business Loan Agreement (Asset Based) dated as of the date hereof; and

WHEREAS, Lender and Borrower desire to amend the Loan Agreement pursuant to this Third Amendment;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and in the Loan Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties acknowledge and agree as follows:

1. The definition of “Maturity Date” contained in Section 1 of the Loan Agreement is amended to read in its entirety as follows:

“Maturity Date” means March 31, 2008 or such later date to which the term of this Agreement is extended with Lender’s written consent; provided, however, that if the Minority Shareholders exercise the Purchase Option under the Shareholders’ Agreement, then the “Maturity Date” is the date on which the Minority Shareholders purchase the capital stock of Borrower held by SGS (or its affiliates).

2. Schedule 2.1 to the Loan Agreement is amended to read in its entirety as set forth on the Revised Schedule 2.1 attached to this Third Amendment.

3. In Section 16 of the Loan Agreement, titled “Miscellaneous,” the part of subsection (b) providing information for notice to Lender is amended to read in its entirety as follows:

If to Lender:

Southern Graphic Systems, Inc.

626 West Main Street

Suite 500

Louisville, Kentucky 40202

Attn: President

4. In Section 16 of the Loan Agreement, titled “Miscellaneous,” subsection (d) is amended to read in its entirety as follows:

(d) All payments by Borrower to Lender will be made on the respective due dates by transfer to an account of Lender maintained at Bank of America, Account No. 3752112256, ABA # 111000012, in the amount due pursuant to the terms of this Loan Agreement or to such other location or by such method of payment as Lender may direct by giving Borrower at least five Business Days advance written notice.

5. Capitalized terms used in this Third Amendment and not otherwise defined herein shall have the meanings provided in the Loan Agreement.

6. Except as expressly amended hereby, all of the terms and conditions of the Loan Agreement shall continue in full force and effect. If there is a conflict between the terms and conditions set forth in this Third Amendment and the terms and conditions set forth in the Loan Agreement, the terms set forth in this Third Amendment shall prevail.

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed as of the day and year first above written.

MOZAIC GROUP LTD.	SOUTHERN GRAPHIC SYSTEMS, INC.
By:	By:
Name:	Name:	Henry R. Baughman
Title:	Title:	President and CEO

3. In Section 16 of the Loan Agreement, titled “Miscellaneous,” the part of subsection (b) providing information for notice to Lender is amended to read in its entirety as follows:

If to Lender:

Southern Graphic Systems, Inc.

626 West Main Street

Suite 500

Louisville, Kentucky 40202

Attn: President

4. In Section 16 of the Loan Agreement, titled “Miscellaneous,” subsection (d) Is amended to read in its entirety as follows:

(d) All payments by Borrower to Lender will be made on the respective due dates by transfer to an account of Lender maintained at Bank of America, Account No. 3752112256, ABA# 111000012, in the amount due pursuant to the terms of this Loan Agreement or to such Other location or by such method of payment as Lender may direct by giving Borrower at least five Business Days advance written notice,

5. Capitalized terms used in this Third Amendment and not otherwise defined herein shall have the meanings provided in the Loan Agreement

6. Except as expressly amended hereby, all of the terms and conditions of the Loan Agreement shall continue in full force and effect. If there is a conflict between the terms and conditions set forth in this Third Amendment and the terms and conditions set forth in the Loan Agreement, the terms set forth In this Third Amendment shall prevail.

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed as of the day and year first above written.

MOZAIC GROUP LTD.		SOUTHERN GRAPHIC SYSTEMS, INC.
By:		By:
Name:	Hary Ann Gibson	Name:	Henry R. Baughman
Title:	CEO	Title:	President and CEO

2

Revised Schedule 2.1

Loan Commitment Reduction Schedule

Date*	Amount of Loan Commitment Reduction Payment*
March 31, 2007	$	300,000
June 30, 2007	$	300,000
September 30, 2007	$	700,000
December 31, 2007	$	800,000
March 31, 2008		balance of Loan Commitment

* Portions of advances to Borrower under the Business Loan Agreement (Asset Based) dated as of April, 2006 between Borrower and Enterprise Bank & Trust that are paid to Lender in accordance with the terms thereof as a repayment of principal under this Loan Agreement shall permanently reduce the Loan Commitment by a like amount. The Loan Commitment shall be further permanently reduced on the dates and in the amounts indicated above in this Schedule 2.1.

EX-12.1

Statement regarding the computation of ratio of earnings to fixed charges for the Company

	Sucessor		Predecessor
	1 Day ended December 31, 2005 (in thousands)		Period ended December 30, 2005 (in thousands)	Year ended December 31,
				2004 (in thousands)	2003 (in thousands)	2002 (in thousands)	2001 (in thousands)
Earnings available for fixed charges:
Income before income taxes and minority interest expense	(139	)	32,551	34,236	33,046	34,962	18,568
Interest expense and capitalized	92		6,645	4,919	4,596	4,776	6,973
Estimated interest component of net rental expense	—		—	—	—	—	—
Earnings available for fixed charges	(47	)	39,196	39,155	37,642	39,738	25,541
Fixed Charges:
Interest expense and capitalized	92		6,645	4,919	4,596	4,776	6,973
Estimated interest component of net rental expense	—		—	—	—	—	—
Total fixed charges	92		6,645	4,919	4,596	4,776	6,973
Consolidated ratio of earnings to fixed charges	0.51		5.90	7.96	8.19	8.32	3.66

EX-21.1

EXHIBIT 21.1

SUBSIDIARIES

OF

SGS INTERNATIONAL, INC.

The following table lists, as of April 29, 2006, the direct and indirect subsidiaries of SGS International, Inc., and their respective jurisdictions of organization:

	Where Incorporated
Southern Graphic Systems, Inc.	Kentucky
Southern Graphic Systems Mexico, S.de R.L. de C.V.	Mexico
SGS-UK Limited	United Kingdom
SGS-UK Holdings Limited	United Kingdom
Project Dove Holdco, Inc.	Delaware
Project Dove Manitoba, LP	Manitoba
Southern Graphic Systems – Canada, Co.	Nova Scotia
MCG Graphics Limited	United Kingdom
Mozaic Group, Ltd.	Missouri

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-4 of SGS International, Inc. and its subsidiaries of our report dated May 1, 2006 relating to the financial statements and financial statement schedule of SGS International, Inc. and its subsidiaries, which appears in such Registration Statement. We also consent to the references to us under the headings “Experts” and “Selected Financial Data” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Pittsburgh, Pennsylvania

May 3, 2006

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-4 of Southern Graphic Systems of our report dated March 28, 2006, except for Note O, for which the date is May 1, 2006, relating to the financial statements and financial statement schedule of Southern Graphic Systems, which appears in such Registration Statement. We also consent to the references to us under the headings “Experts” and “Selected Financial Data” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Pittsburgh, Pennsylvania

May 3, 2006

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Benjamin F. Harmon, IV and Thomas A. Hughes, or either of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including without limitation in any capacity on behalf of SGS International, Inc. (the “Company”) or in the capacity of Director of the Company), to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents. or either of them, may deem necessary or desirable or may be required to enable the Company to comply with the Securities Act of 1933, as amended (the “1933 Act”), and any rules, regulations or requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with the registration under the 1933 Act of the offer by the Company (the “Exchange Offer”) to exchange its 12% Senior Subordinated Notes due 2013 (the “Notes”) for notes with substantially identical terms to the Notes and to exchange the guaranties by Southern Graphic Systems, Inc. and Project Dove Holdco, Inc. of the Notes for substantially similar guaranties, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of the undersigned in the capacity of Director of the Company to any registration statement on Form S-4, or on such other form as may be appropriate, to be filed with the Commission in respect of the Exchange Offer, to any and all pre-effective amendments, post-effective amendments and supplements to any such registration statement, and to any instruments or documents filed as part of or in connection with any such registration statement or any such amendments or supplements thereto, and to file the same, with all exhibits thereto, and all preliminary prospectuses, prospectuses, prospectus supplements and documents in connection therewith, with the Commission; granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney shall expire on the 31st day of March, 2007.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Power of Attorney on the 25th day of April 2006.

Thomas L. Hammond

POWER OR ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Benjamin F. Harnon, IV and Thomas A. Hughes, or either of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including without limitation in any capacity on behalf of SGS International, Inc. (the “Company”) or in the capacity of Director of the Company), to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents, or either of them, may deem necessary or desirable or may be required to enable the Company to comply with the Securities Act of 1933, as amended (the “1933 Act”), and any rules, regulations or requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with the registration under the 1933 Act of the offer by the Company (the “Exchange Offer”) to exchange its 12% Senior Subordinated Notes due 2013 (the “Notes”) for notes with substantially identical terms to the Notes and to exchange the guaranties by Southern Graphic Systems, Inc. and Project Dove Holdco, Inc. of the Notes for substantially similar guaranties, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of the undersigned in the capacity of Director of the Company to any registration statement on Form S-4. or on such other form as may be appropriate, to be filed with the Commission in respect of the Exchange Offer, to any and all pre-effective amendments, post-effective amendments and supplements to any such registration statement, and to any instruments or documents filed as part of or in connection with any such registration statement or any such amendments or supplements thereto, and to file the same, with all exhibits thereto, and all preliminary prospectuses, prospectuses, prospectus supplements and documents in connection therewith, with the Commission; granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof,

This Power of Attorney shall expire on the 31st day of March, 2007.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Power of Attorney on the 25th day of April 2006.

Richard Leong

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Benjamin F. Harmon, IV and Thomas A. Hughes, or either of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including without limitation in any capacity on behalf of SOS International, Inc. (the “Company”) or in the capacity of Director of the Company), to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents, or either of them, may deem necessary or desirable or may be required to enable the Company to comply with the Securities Act of 1933, as amended (the “1933 Act”, and any rules, regulations or requirements of the Securities and Exchange Commission (the “Commission”) In respect thereof, in connection with the registration under the 1933 Act of the offer by the Company (the “Exchange Offer”) to exchange its 12% Senior Subordinated Notes due 2013 (the “Note?) for notes with substantially identical terms to the Notes and to exchange the guaranties by Southern Graphic Systems, Inc. and Project Dove Holdco, Inc. of the Notes for substantially similar guaranties, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of the undersigned in the capacity of Director of the Company to any registration statement on Form S-4, or on such other form as may be appropriate, to be filed with the Commission in respect of the Exchange Offer, to any and all pre-effective amendments, post-effective amendments and supplements to any such registration statement, and to any instruments or documents filed as part of or in connection with any such registration statement or any such amendments or supplements thereto, and to file the same, with all exhibits thereto, and all preliminary prospectuses, prospectuses, prospectus supplements and documents in connection therewith, with the Commission; granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney shall expire on the 31st day of March, 2007.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Power of Attorney on the 25th day of April 2006.

John P. Civantos

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Benjamin F. Harmon, IV and Thomas A. Hughes, or either of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including without limitation in any capacity on behalf of SGS International, Inc. (the “Company”) or in the capacity of Director of the Company), to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents, or either of them, may deem necessary or desirable or may be required to enable the Company to comply with the Securities Act of 1933, as amended (the “1933 Act”), and any rules, regulations or requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with the registration under the 1933 Act of the offer by the Company (the “Exchange Offer”) to exchange its 12% Senior Subordinated Notes due 2013 (the “Notes”) for notes with substantially identical terms to the Notes and to exchange the guaranties by Southern Graphic Systems, Inc. and Project Dove Holdco, Inc. of the Notes for substantially similar guaranties, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of the undersigned in the capacity of Director of the Company to any registration statement on Form S-4, or on such other form as may be appropriate, to be filed with the Commission in respect of the Exchange Offer, to any and all pre-effective amendments, post-effective amendments and supplements to any such registration statement, and to any instruments or documents filed as part of or in connection with any such registration statement or any such amendments or supplements thereto, and to file the same, with all exhibits thereto, and all preliminary prospectuses, prospectuses, prospectus supplements and documents in connection therewith, with the Commission; granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney shall expire on the 31st day of March, 2007.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Power of Attorney on the 25th day of April 2006.

Joseph M. Silvestri

EX-24.2

Exhibit 24.2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Benjamin F. Harmon, IV and Thomas A. Hughes, or either of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including without limitation in any capacity on behalf of Southern Graphic Systems, Inc. (the “Company”) or in the capacity of Director of the Company), to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents, or either of them, may deem necessary or desirable or may be required to enable the Company to comply with the Securities Act of 1933, as amended (the “1933 Act”), and any rules, regulations or requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with the registration under the 1933 Act of the offer by SGS International, Inc. (the “Exchange Offer”) to exchange its 12% Senior Subordinated Notes due 2013 (the “Notes”) for notes with substantially identical terms to the Notes and to exchange the guaranties by the Company and Project Dove Holdco, Inc. of the Notes for substantially similar guaranties, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of the undersigned in the capacity of Director of the Company to any registration statement on Form S-4, or on such other form as may be appropriate, to be filed with the Commission in respect of the Exchange Offer, to any and all pre-effective amendments, post-effective amendments and supplements to any such registration statement, and to any instruments or documents filed as part of or in connection with any such registration statement or any such amendments or supplements thereto, and to file the same, with all exhibits thereto, and all preliminary prospectuses, prospectuses. prospectus supplements and documents in connection therewith, with the Commission; granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney shall expire on the 31st day of March, 2007.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Power of Attorney on the 25th day of April 2006.

Thomas L. Hammond

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Benjamin F. Harmon, IV and Thomas A. Hughes, or either of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including without limitation in any capacity on behalf of Southern Graphic Systems, Inc. (the “Company”) or in the capacity of Director of the Company), to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents, or either of them, may deem necessary or desirable or may be required to enable the Company to comply with the Securities Act of 1933, as amended (the “1933 Act”), and any rules, regulations or requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with the registration under the 1933 Act of the offer by SGS International, Inc. (the “Exchange Offer”) to exchange its 12% Senior Subordinated Notes due 2013 (the “Notes”) for notes with substantially identical terms to the Notes and to exchange the guaranties by the Company and Project Dove Holdco, Inc. of the Notes for substantially similar guaranties, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of the undersigned in the capacity of Director of the Company to any registration statement on Form S-4, or on such other form as may be appropriate, to be filed with the Commission in respect of the Exchange Offer, to any and all pre-effective amendments, post-effective amendments and supplements to any such registration statement, and to any instruments or documents filed as part of or in connection with any such registration statement or any such amendments or supplements thereto, and to file the same, with all exhibits thereto, and all preliminary prospectuses, prospectuses. prospectus supplements and documents in connection therewith, with the Commission; granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney shall expire on the 31st day of March, 2007.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Power of Attorney on the 3rd day of May 2006.

Richard Leong

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes end appoints Benjamin F. Harmon, IV and Thomas A. Hughes, or either of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including without limitation in any capacity on behalf of Southern Graphic Systems, Inc. (the “Company”) or in the capacity of Director of the Company), to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents, or either of them, may deem necessary or desirable or may be required to enable the Company to comply with the Securities Act of 1933, as amended (the “1933 Act”), and any rules, regulations or requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with the registration under the 1933 Act of the offer by SGS international, Inc. (the “Exchange Offer”) to exchange its 12% Senior Subordinated Notes due 2013 (the “Notes”) for notes with substantially identical terms to the Notes and to exchange the guaranties by the Company and Project Dove Holdco, Inc. of the Notes for substantially similar guaranties, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of the undersigned in the capacity of Director of the Company to any registration statement on Form S-4, or on such other form as may be appropriate, to be filed with the Commission in respect of the Exchange Offer, to any and all pre-effective amendments, post-effective amendments and supplements to any such registration statement, and to any instruments or documents filed as part of or in connection with any such registration statement or any such amendments or supplements thereto, and to file the same, with all exhibits thereto, and all preliminary prospectuses, prospectuses, prospectus supplements and documents in connection therewith, with the Commission; granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney shall expire on the 31st day of March, 2007.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Power of Attorney on the 25th day of April 2006.

John P. Civantos

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Benjamin F. Harmon. IV and Thomas A. Hughes, or either of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including without limitation in any capacity on behalf of Southern Graphic Systems, Inc. (the “Company”) or in the capacity of Director of the Company), to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents, or either of them, may deem necessary or desirable or may be required to enable the Company to comply with the Securities Act of 1933, as amended (the “1933 Act”), and any rules, regulations or requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with the registration under the 1933 Act of the offer by SGS International, Inc. (the “Exchange Offer”) to exchange its 12% Senior Subordinated Notes due 2013 (the “Notes”) for notes with substantially identical terms to the Notes and to exchange the guaranties by the Company and Project Dove Holdco, Inc. of the Notes for substantially similar guaranties, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of the undersigned in the capacity of Director of the Company to any registration statement on Form S-4, or on such other form as may be appropriate, to be filed with the Commission in respect of the Exchange Offer, to any and all pre-effective amendments, post-effective amendments and supplements to any such registration statement, and to any instruments or documents filed as part of or in connection with any such registration statement or any such amendments or supplements thereto, and to file the same, with all exhibits thereto, and all preliminary prospectuses, prospectuses, prospectus supplements and documents in connection therewith, with the Commission; granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney shall expire on the 31st day of March, 2007.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Power of Attorney on the 25th day of April 2008.

Joseph M. Silvestri

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)
101 North Phillips Avenue
Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company

Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17^th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

SGS INTERNATIONAL, INC.¹

(Exact name of obligor as specified in its charter)

Delaware	20-3939981
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

626 West Main Street, Suite 500

Louisville, Kentucky 40202

(Address of principal executive offices)

12% Senior Subordinated Notes due 2013

(Title of the indenture securities)

¹ See Table 1 – List of additional obligors

Table 1

	Guarantor	State of Incorporation	Federal EIN
1.	Southern Graphic Systems, Inc.	Kentucky	54-0676916
2.	Project Dove Holdco, Inc.	Delaware	20-3967961

Item 1. General Information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
Exhibit 3.	See Exhibit 2
Exhibit 4.	Copy of By-laws of the trustee as now in effect.***
Exhibit 5.	Not applicable.
Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06.

** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-4 dated May 26, 2005 of Penn National Gaming, Inc. file number 333-125274.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Middletown and State of Connecticut on the 19th day of April 2006.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Joseph P. O’Donnell

Joseph P. O’Donnell

Vice President

EXHIBIT 6

April 19, 2006

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Joseph P. O’Donnell

Joseph P. O’Donnell

Vice President

Exhibit 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business December 31, 2005, filed in accordance with 12 U.S.C. §161 for National Banks.

	Dollar Amounts In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	15,347
Interest-bearing balances		1,496
Securities:
Held-to-maturity securities		0
Available-for-sale securities		37,327
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		2,394
Securities purchased under agreements to resell		950
Loans and lease financing receivables:
Loans and leases held for sale		37,316
Loans and leases, net of unearned income		255,460
LESS: Allowance for loan and lease losses		2,122
Loans and leases, net of unearned income and allowance		253,338
Trading Assets		6,375
Premises and fixed assets (including capitalized leases)		3,846
Other real estate owned		173
Investments in unconsolidated subsidiaries and associated companies		377
Customers’ liability to this bank on acceptances outstanding		70
Intangible assets
Goodwill		8,735
Other intangible assets		13,074
Other assets		22,440
Total assets	$	403,258
LIABILITIES
Deposits:
In domestic offices	$	295,315
Noninterest-bearing		82,045
Interest-bearing		213,270
In foreign offices, Edge and Agreement subsidiaries, and IBFs		24,081
Noninterest-bearing		5
Interest-bearing		24,076
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		12,959
Securities sold under agreements to repurchase		4,684

	Dollar Amounts In Millions
Trading liabilities		5,276
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)		5,267
Bank’s liability on acceptances executed and outstanding		70
Subordinated notes and debentures		7,830
Other liabilities		11,951
Total liabilities	$	367,433
Minority interest in consolidated subsidiaries		54
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		520
Surplus (exclude all surplus related to preferred stock)		24,671
Retained earnings		10,249
Accumulated other comprehensive income		331
Other equity capital components		0
Total equity capital		35,771
Total liabilities, minority interest, and equity capital	$	403,258

I, Karen B. Martin, Vice President of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Karen B. Martin

Vice President

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Dave Munio
John Stumpf	Directors
Avid Modjtabai

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

SGS INTERNATIONAL, INC.

OFFER FOR ANY AND ALL OUTSTANDING UNREGISTERED

12% SENIOR SUBORDINATED NOTES DUE 2013

(CUSIP NUMBERS 784216 AA1 and U81938 AA7)

(ISIN NUMBERS US 784216 AA15 and US U81938 AA73)

IN EXCHANGE FOR

12% SENIOR SUBORDINATED NOTES DUE 2013

THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2006, (THE “EXPIRATION DATE”) UNLESS THE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

The Exchange Agent For The Exchange Offer Is:

Wells Fargo Bank, National Association

By Registered and Certified Mail:	By Overnight Courier or Regular Mail:	By Hand Delivery
Wells Fargo Bank , N.A.	Wells Fargo Bank, N.A.	Wells Fargo Bank, N.A.
Corporate Trust Operations	Corporate Trust Operations	Corporate Trust Services
MAC N9303-121	MAC N9303-121	608 2nd Avenue South
P.O. Box 1517	6th & Marquette Avenue	Northstar East Building—12th Floor
Minneapolis, MN 55480	Minneapolis, MN 55479	Minneapolis, MN 55402

Or

By Facsimile Transmission:

(612) 667-6282

Telephone:

(800) 344-5128

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS RECEIVED THE PROSPECTUS, DATED                     , 2006 (THE “PROSPECTUS”) OF SGS INTERNATIONAL, INC., A DELAWARE CORPORATION (THE “COMPANY”), AND THIS LETTER OF TRANSMITTAL, WHICH TOGETHER CONSTITUTE THE COMPANY’S OFFER (THE “EXCHANGE OFFER”) TO EXCHANGE AN AGGREGATE PRINCIPAL AMOUNT OF UP TO $200,000,000 OF ITS 12% SENIOR SUBORDINATED NOTES DUE 2013 (THE “NEW NOTES”) WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), PURSUANT TO A REGISTRATION STATEMENT OF WHICH THE PROSPECTUS IS A PART, FOR A LIKE PRINCIPAL AMOUNT OF ITS ISSUED AND OUTSTANDING 12% SENIOR SUBORDINATED NOTES DUE 2013 (THE “OLD NOTES”) FROM THE HOLDERS THEREOF.

THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

This Letter of Transmittal is to be completed by holders of Old Notes either if Old Notes are to be forwarded herewith or if tenders of Old Notes are to be made by book-entry transfer to an account maintained by Wells Fargo Bank, N.A. (the “Exchange Agent”) at The Depository Trust Company (the “Book-Entry Transfer Facility” or “DTC”) pursuant to the procedures set forth in “The exchange offer—Procedures for tendering old notes” in the Prospectus.

Holders of Old Notes that are tendering by book-entry transfer to the Exchange Agent’s account at DTC can execute the tender through the DTC Automated Tender Offer Program (“ATOP”), for which the transaction will be eligible. DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s DTC account. DTC will then send an Agent’s Message to the Exchange Agent for its acceptance. DTC participants may also accept the Exchange Offer prior to the Expiration Date by submitting a Notice of Guaranteed Delivery or Agent’s Message relating thereto as described herein under Instruction 1, “Guaranteed Delivery Procedures.”

Holders of Old Notes whose certificates (the “Certificates”) for such Old Notes are not immediately available or who cannot deliver their Certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Old Notes according to the guaranteed delivery procedures set forth in “The exchange offer—Guaranteed delivery procedures” in the Prospectus. The Company reserves the right, at any time or from time to time, to extend the Exchange Offer at its discretion, in which event the term “Expiration Date” shall mean the latest time and date to which the Exchange Offer is extended.

The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus, this Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Exchange Agent. See Instruction 9 herein.

DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

2

NOTE: SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

The undersigned has completed the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

DESCRIPTION OF OLD NOTES	1	2	3
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	Certificate Number(s)*	Aggregate Principal Amount Represented by Certificate(s)	Principal Amount Tendered (If Less Than All)**
*Need not be completed if Old Notes are being tendered by book-entry holders. **Old Notes may be tendered in whole or in part in integral multiples of $1,000. See instruction 5. Unless otherwise indicated in the column, a holder will be deemed to have tendered all Old Notes represented by the principal amount indicated in Column 2. See Instruction 5.

The minimum permitted tender is $1,000 in principal amount of Old Notes. All other tenders must be integral multiples of $1,000.

(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)

¨ CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution                                                                                                                                                        

Account Number                                                                                                                                                                                  

Transaction Code Number                                                                                                                                                                

¨ CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name of Registered Holder(s)                                                                                                                                                         

Window Ticket Number (if any)                                                                                                                                                    

Date of Execution of Notice of Guaranteed Delivery                                                                                                             

Name of Institution which Guaranteed Delivery                                                                                                                      

If Guaranteed Delivery is to be made by Book-Entry Transfer:

Name of Tendering Institution                                                                                                                                                        

Account Number                                                                                                                                                                                  

3

Transaction Code Number                                                                                                                                                                

¨ CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD NOTES ARE TO BE RETURNED BY CREDITING THE BOOK-ENTRY TRANSFER FACILITY ACCOUNT NUMBER SET FORTH ABOVE.

¨ CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A “PARTICIPATING BROKER-DEALER”) AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:                                                                                                                                                                                                       

Address:                                                                                                                                                                                                  

LADIES AND GENTLEMEN:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the above-described aggregate principal amount of the Company’s Old Notes (in exchange for a like aggregate principal amount of the Company’s New Notes which have been registered under the Securities Act, upon the terms and subject to the conditions set forth in the Prospectus dated                     , 2006 (as the same may be amended or supplemented from time to time, the “Prospectus”), receipt of which is acknowledged, and in this Letter of Transmittal (which, together with the Prospectus, constitute the Exchange Offer).

Subject to and effective upon the acceptance for exchange of all or any portion of the Old Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to such Old Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of the Company in connection with the Exchange Offer) with respect to the tendered Old Notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) subject only to the right of withdrawal described in the Prospectus, to (i) deliver Certificates for Old Notes to the Company together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, upon receipt by the Exchange Agent, as the undersigned’s agent, of the New Notes to be issued in exchange for such Old Notes, (ii) present Certificates for such Old Notes for transfer, and to transfer the Old Notes on the books of the Company, and (iii) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms and conditions of the Exchange Offer.

THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE OLD NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE OLD NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE COMPANY OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE OLD NOTES TENDERED HEREBY. THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER.

The name(s) and address(es) of the registered holder(s) of the Old Notes tendered hereby should be printed above, if they are not already set forth above, as they appear on the Certificates representing such Old Notes. The Certificate number(s) and the Old Notes that the undersigned wishes to tender should be indicated in the appropriate boxes above.

4

If any tendered Old Notes are not exchanged pursuant to the Exchange Offer for any reason, or if Certificates are submitted for more Old Notes than are tendered or accepted for exchange, Certificates for such nonexchanged or nontendered Old Notes will be returned (or, in the case of Old Notes tendered by book-entry transfer, such Old Notes will be credited to an account maintained at DTC), without expense to the tendering holder, promptly following the Expiration Date, at the address shown below or at such different address as may be indicated under “Special Delivery Instructions.”

The undersigned understands that tenders of Old Notes pursuant to any one of the procedures described in “The exchange offer—Procedures for tendering old notes” in the Prospectus and in the instruction attached hereto will, upon the Company’s acceptance for exchange of such tendered Old Notes, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Old Notes tendered hereby.

Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, the undersigned hereby directs that New Notes be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Old Notes, that such New Notes be credited to the account indicated above maintained at DTC. If applicable, substitute Certificates representing Old Notes not exchanged or not accepted for exchange will be issued to the undersigned or, in the case of a book-entry transfer of Old Notes, will be credited to the account indicated above maintained at DTC. Similarly, unless otherwise indicated under “Special Delivery Instructions,” please deliver New Notes to the undersigned at the address shown below the undersigned’s signature.

BY TENDERING OLD NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, THE UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT (I) THE UNDERSIGNED IS NOT AN “AFFILIATE” OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, WITHIN THE MEANING OF RULE 405 UNDER THE SECURITIES ACT, (II) ANY NEW NOTES TO BE RECEIVED BY THE UNDERSIGNED ARE BEING ACQUIRED IN THE ORDINARY COURSE OF ITS BUSINESS, (III) THE UNDERSIGNED HAS NO ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF NEW NOTES TO BE RECEIVED IN THE EXCHANGE OFFER, AND (IV) IF THE UNDERSIGNED IS NOT A BROKER-DEALER, THE UNDERSIGNED IS NOT ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF SUCH NEW NOTES.

BY TENDERING OLD NOTES PURSUANT TO THE EXCHANGE OFFER AND EXECUTING THIS LETTER OF TRANSMITTAL, A HOLDER OF OLD NOTES WHICH IS A BROKER-DEALER REPRESENTS AND AGREES, CONSISTENT WITH CERTAIN INTERPRETIVE LETTERS ISSUED BY THE STAFF OF THE DIVISION OF CORPORATION FINANCE OF THE SECURITIES AND EXCHANGE COMMISSION TO THIRD PARTIES, THAT (A) SUCH OLD NOTES HELD BY THE BROKER-DEALER ARE HELD ONLY AS A NOMINEE, OR (B) SUCH OLD NOTES WERE ACQUIRED BY SUCH BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES AND IT WILL DELIVER THE PROSPECTUS (AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME) MEETING THE REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH ANY RESALE OF SUCH NEW NOTES (PROVIDED THAT, BY SO ACKNOWLEDGING AND BY DELIVERING A PROSPECTUS, SUCH BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT IT IS AN “UNDERWRITER” WITHIN THE MEANING OF THE SECURITIES ACT).

THE COMPANY HAS AGREED THAT THE PROSPECTUS, AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, MAY BE USED BY A PARTICIPATING BROKER-DEALER (AS DEFINED BELOW) IN CONNECTION WITH RESALES OF NEW NOTES RECEIVED IN EXCHANGE FOR OLD NOTES, WHERE SUCH OLD NOTES WERE ACQUIRED BY SUCH PARTICIPATING

5

BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES, FOR A PERIOD ENDING 180 DAYS FOLLOWING THE EFFECTIVE DATE OR, IF EARLIER, WHEN ALL SUCH NOTES HAVE BEEN DISPOSED OF BY SUCH PARTICIPATING BROKER-DEALER. IN THAT REGARD, EACH BROKER-DEALER WHO ACQUIRED OLD NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES (A “PARTICIPATING BROKER-DEALER”), BY TENDERING SUCH OLD NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, AGREES THAT, UPON RECEIPT OF NOTICE FROM THE COMPANY OF THE OCCURRENCE OF ANY EVENT OR THE DISCOVERY OF ANY FACT WHICH MAKES ANY STATEMENT CONTAINED IN THE PROSPECTUS UNTRUE IN ANY MATERIAL RESPECT OR WHICH CAUSES THE PROSPECTUS TO OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING, SUCH PARTICIPATING BROKER-DEALER WILL SUSPEND THE SALE OF NEW NOTES PURSUANT TO THE PROSPECTUS UNTIL THE COMPANY HAS AMENDED OR SUPPLEMENTED THE PROSPECTUS TO CORRECT SUCH MISSTATEMENT OR OMISSION AND HAS FURNISHED COPIES OF THE AMENDED OR SUPPLEMENTED PROSPECTUS TO THE PARTICIPATING BROKER-DEALER OR THE COMPANY HAS GIVEN NOTICE THAT THE SALE OF THE NEW NOTES MAY BE RESUMED, AS THE CASE MAY BE. IF THE COMPANY GIVES SUCH NOTICE TO SUSPEND THE SALE OF THE NEW NOTES IT SHALL EXTEND THE 180-DAY PERIOD REFERRED TO ABOVE DURING WHICH PARTICIPATING BROKER-DEALERS ARE ENTITLED TO USE THE PROSPECTUS IN CONNECTION WITH THE RESALE OF NEW NOTES BY THE NUMBER OF DAYS DURING THE PERIOD FROM AND INCLUDING THE DATE OF THE GIVING OF SUCH NOTICE TO AND INCLUDING THE DATE WHEN PARTICIPATING BROKER-DEALERS SHALL HAVE RECEIVED COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS NECESSARY TO PERMIT RESALES OF THE NEW NOTES OR TO AND INCLUDING THE DATE ON WHICH THE COMPANY HAS GIVEN NOTICE THAT THE SALE OF NEW NOTES MAY BE RESUMED, AS THE CASE MAY BE.

Holders of Old Notes whose Old Notes are accepted for exchange will not receive accrued interest on such Old Notes for any period from and after the last interest payment date on which interest has been paid on such Old Notes prior to the original issue date of the New Notes and the undersigned waives the right to receive any interest on such Old Notes accrued from and after such interest payment.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes tendered hereby. All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned. Except as stated in the Prospectus, this tender is irrevocable.

For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Old Notes when, as and if the Company has given oral or written notice thereof to the Exchange Agent.

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OLD NOTES” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX.

6

HOLDER(S) SIGN HERE (SEE INSTRUCTIONS 3, 6 AND 7)

(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON PAGE 13)

(NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 3)

	, 2006
Date

		, 2006
(SIGNATURE(S) OF HOLDER(S))	Date

The above lines must be signed by the registered holder(s) of Old Notes as their name(s) appear(s) on Certificate(s) for the Old Notes or, if the Old Notes are tendered by a participant in DTC, as such participant’s name appears on a security position listing as the owner of Old Notes, or by a person or persons authorized to become registered holder(s) by a properly completed bond power from the registered holder(s), a copy of which must be transmitted with this Letter of Transmittal. If Old Notes to which this Letter of Transmittal relates are held of record by two or more joint holders, then all such holders must sign this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must (i) set forth his or her full title below and (ii) unless waived by the Company, submit evidence satisfactory to the Company of such person’s authority to act. See Instruction 6 regarding the completion of this Letter of Transmittal printed below.

Name(s)

(PLEASE PRINT)

Capacity

(PLEASE PRINT FULL TITLE)

Address

(INCLUDE ZIP CODE)

Area Code and Telephone Number:

Tax Identification or Social Security No.

GUARANTEE OF SIGNATURES(S) (SEE INSTRUCTIONS 3 AND 6)

Authorized Signature

Date: , 2006

Name of Firm

Capacity (full title)

(PLEASE PRINT)

Address

(INCLUDE ZIP CODE)

Area Code and Telephone Number

7

SPECIAL ISSUANCE INSTRUCTIONS (SEE INSTRUCTIONS 1, 6, 7 AND 10) To be completed ONLY if the New Notes or Old Notes not tendered are to be issued in the name of someone other than the registered holder of the Old Notes whose name(s) appear(s) above or if such Old Notes are being tendered by book-entry transfer, to someone other than DTC or to another account maintained by DTC.	SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 6, 7 AND 14) To be completed ONLY if New Notes or Old Notes not tendered are to be sent to someone other than the registered holder of the Old Notes whose name(s) appear(s) above, or such registered holder(s) at an address other than that shown above.
Issue Certificates to: ¨ Old Notes not tendered to: Name(s)                                                                           (Please Print) Address                                                                            (Include Zip Code) Area Code and Telephone Number                                                       (Tax Identification Or Social Security Number (s)) ¨ New Notes to: Name(s)                                                                           (Please Print) Address                                                                            (Include Zip Code) Area Code and Telephone Number                                                       (Tax Identification Or Social Security Number (s))	Mail Certificates to: ¨ Old Notes not tendered to: Name(s)                                                                           (Please Print) Address                                                                            (Include Zip Code) Area Code and Telephone Number                                                       (Tax Identification Or Social Security Number (s)) ¨ New Notes to: Name(s)                                                                           (Please Print) Address                                                                            (Include Zip Code) Area Code and Telephone Number                                                       (Tax Identification Or Social Security Number (s))
DTC Acct. No.

8

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal is to be completed either if (a) Certificates are to be forwarded herewith or (b) tenders are to be pursuant to the procedures for tender by book-entry transfer set forth in “The exchange offer—Procedures for tendering old notes” in the Prospectus. Certificates, or timely confirmation of a book-entry transfer of such Old Notes into the Exchange Agent’s account at DTC, as well as this Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date. Old Notes may be tendered in whole or in part in integral multiples of $1,000 principal amount.

Holders who wish to tender their Old Notes and (i) whose Old Notes are not immediately available or (ii) who cannot deliver their Old Notes, this Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the Expiration Date or (iii) who cannot complete the procedures for delivery by book-entry transfer on a timely basis, may tender their Old Notes by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in “The exchange offer—Guaranteed delivery procedures” in the Prospectus. Pursuant to such procedures: (i) the tender is made through a firm which is a member of a registered national securities exchange, or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States; (ii) a properly and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Company, must be received by the Exchange Agent on or prior to the Expiration Date; and (iii) the Certificates (or a book-entry confirmation (as defined in the Prospectus)) representing all tendered Old Notes, in proper form for transfer, together with a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent within five New York Stock Exchange, Inc. trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in “The exchange offer—Guaranteed delivery procedures” in the Prospectus.

The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile or mail to the Exchange Agent, and must include a guarantee by a firm which is a member of a registered national securities exchange, or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States, in the form set forth in such Notice. For Old Notes to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the Expiration Date.

THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND SOLE RISK OF THE TENDERING HOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK TIME, ON THE EXPIRATION DATE.

The Company will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a Letter of Transmittal (or facsimile thereof), waives any right to receive any notice of the acceptance of such tender.

2. TENDER BY HOLDER. Only a holder of Old Notes may tender such Old Notes in the Exchange Offer. Any beneficial holder of Old Notes who is not the registered holder and who wishes to tender should arrange

9

with the registered holder to execute and deliver this Letter of Transmittal on his or her behalf or must, prior to completing and executing this Letter of Transmittal and delivering his or her Old Notes, either make appropriate arrangements to register ownership of the Old Notes in such holder’s name or obtain a properly completed bond power from the registered holder.

3. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of Transmittal is required if:

(i) this letter of Transmittal is signed by the registered holder of Old Notes tendered herewith, unless such holder(s) has completed either the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” above, or

(ii) such Old Notes are tendered for the account of a firm which is a member of a registered national securities exchange, or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States.

In all other cases, a firm which is a member of a registered national securities exchange, or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States, must guarantee the signature(s) on this Letter of Transmittal. See Instruction 6.

4. INADEQUATE SPACE. If the space provided in the box captioned “Description of Old Notes” is inadequate, the Certificate number(s) and/or the principal amount of Old Notes and any other required information should be listed on a separate signed schedule which is attached to this Letter of Transmittal.

5. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Old Notes will be accepted only in integral multiples of $1,000 principal amount. If less than all the Old Notes evidenced by any Certificate submitted are to be tendered, fill in the principal amount of Old Notes which are to be tendered in the box entitled “Principal Amount of Old Notes Tendered.” In such case, new Certificate(s) for the remainder of the Old Notes that were evidenced by your old Certificate(s) will only be sent to the holder of the Old Notes, promptly after the Expiration Date. All Old Notes represented by Certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

Except as otherwise provided herein, tenders of Old Notes may be withdrawn at any time on or prior to the Expiration Date. In order for a withdrawal to be effective on or prior to that time, a written, telegraphic, telex or facsimile transmission of such notice of withdrawal must be timely received by the Exchange Agent at one of its addresses set forth above or in the Prospectus on or prior to the Expiration Date. Any such notice of withdrawal must specify the name of the person who tendered the Old Notes to be withdrawn, the aggregate principal amount of Old Notes to be withdrawn, and (if Certificates for Old Notes have been tendered) the name of the registered holder of the Old Notes as set forth on the Certificate for the Old Notes, if different from that of the person who tendered such Old Notes. If Certificates for the Old Notes have been delivered or otherwise identified to the Exchange Agent, then prior to the physical release of such Certificates for the Old Notes, the tendering holder must submit the serial numbers shown on the particular Certificates for the Old Notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by a member of the Medallion System, except in the case of Old Notes tendered for the account of firm which is a member of a registered national securities exchange, or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. If Old Notes have been tendered pursuant to the procedures for book-entry transfer set forth in the Prospectus under “The exchange offer—Procedures for tendering old notes,” the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Old Notes, in which case a notice of withdrawal will be effective if delivered to the Exchange Agent by written, telegraphic, telex or facsimile transmission. Withdrawals of tenders of Old Notes may not be rescinded. Old Notes properly withdrawn will not be deemed validly tendered for purposes of the Exchange Offer, but may be retendered at any subsequent time on or prior to the Expiration Date by following any of the procedures described in the Prospectus under “The exchange offer—Procedures for tendering old notes.”

10

All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Exchange Agent, in its sole discretion, whose determination shall be final and binding on all parties. None of the Company, any affiliates or assigns of the Company, the Exchange Agent or any other person shall be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any Old Notes which have been tendered but which are withdrawn will be returned to the holder thereof without cost to such holder promptly after withdrawal.

6. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If this Letter of Transmittal is signed by the registered holder(s) of the Old Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the Certificate(s) without alteration, enlargement or any change whatsoever.

If any of the Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any tendered Old Notes are registered in different name(s) on several Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of Certificates.

If this Letter of Transmittal or any Certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Exchange Agent, in its sole discretion, of each such Person’s authority so to act.

When this Letter of Transmittal is signed by the registered owner(s) of the Old Notes listed and transmitted hereby, no endorsement(s) of Certificate(s) or separate bond power(s) are required unless New Notes are to be issued in the name of a person other than the registered holder(s). Signature(s) on such Certificate(s) or bond power(s) must be guaranteed by a member of a registered national securities exchange, or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States.

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Old Notes listed, the Certificates must be endorsed or accompanied by appropriate bond powers, signed exactly as the name or names of the registered owner(s) appear(s) on the Certificates, and also must be accompanied by such opinions of counsel, certifications and other information as the Company or the Trustee for the Old Notes may require in accordance with the restrictions on transfer applicable to the Old Notes. Signatures on such Certificates or bond powers must be guaranteed by a member of a registered national securities exchange, or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States.

Signatures on this Letter of Transmittal must be guaranteed by a member of a registered national securities exchange, or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States, unless the Old Notes are tendered (i) by a registered holder of Old Notes (which term, for purposes of the Exchange Offer, includes any DTC participant whose name appears on a security position listing as the Holder of such Old Notes) who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter of Transmittal, or (ii) for the account of a member of a registered national securities exchange, or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States.

7. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If New Notes are to be issued in the name of a person other than the signer of this Letter of Transmittal, or if New Notes are to be sent to someone other

11

than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Certificates for Old Notes not exchanged will be returned by mail or, if tendered by book-entry transfer, by crediting the account indicated above maintained at DTC. See Instruction 5.

8. IRREGULARITIES. The Company and the Exchange Agent will determine, in their sole discretion, all questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Old Notes, which determination shall be final and binding on all parties. The Company and the Exchange Agent reserve the absolute right to reject any and all tenders determined by either of them not to be in proper form or the acceptance of which, or exchange for which, may in the view of counsel to the Company and the Exchange Agent, be unlawful. The Company and the Exchange Agent also reserve the absolute right, subject to applicable law, to waive any of the conditions of the Exchange Offer set forth in the Prospectus under “The exchange offer—Conditions of the exchange offer” or any conditions or irregularity in any tender of Old Notes of any particular holder whether or not similar conditions or irregularities are waived in the case of other holders. The Company’s and the Exchange Agent’s interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) will be final and binding. No tender of Old Notes will be deemed to have been validly made until all irregularities with respect to such tender have been cured or waived. The Company and the Exchange Agent, any affiliates or assigns of the Company and the Exchange Agent, or any other person shall not be under any duty to give notification of any irregularities in tenders or incur any liability for failure to give such notification.

9. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone number set forth on the front of this Letter of Transmittal. Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the Letter of Transmittal may be obtained from the Exchange Agent or from your broker, dealer, commercial bank, trust company or other nominee.

10. TAX IDENTIFICATION NUMBER. Federal income tax law requires that a holder whose Old Notes are accepted for exchange must provide the Exchange Agent with his, her or its correct Taxpayer Identification Number (“TIN”), which, in the case of an exchanging holder who is an individual, is his or her social security number. If the Exchange Agent is not provided with the correct TIN or an adequate basis for exemption, such holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the “IRS”), and payments made with respect to the New Notes or Exchange Offer may be subject to backup withholding. If withholding results in an overpayment of taxes, a refund may be obtained by timely filing the required information with the IRS. Exempt holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.”

To prevent backup withholding, each exchanging holder must provide his, her or its correct TIN by completing the Substitute Form W-9 included below in this Letter of Transmittal, certifying that the TIN provided is correct (or that such Holder is awaiting a TIN) and that the Holder is exempt from backup withholding because (i) the Holder has not been notified by the IRS that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or (ii) the IRS has notified the Holder that he, she or it is no longer subject to backup withholding. In order to satisfy the Company that a foreign individual qualifies as an exempt recipient, such Holder must submit a statement signed under penalty of perjury attesting to such exempt status. Such statements may be obtained from the Exchange Agent. If the Old Notes are in more than one name or are not in the name of the actual owner, consult the substitute Form W-9 for information on which TIN to report. If you do not provide your TIN to the Exchange Agent within 60 days, backup withholding may begin and continue until you furnish your TIN.

11. WAIVER OF CONDITIONS. The Company reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.

12

12. NO CONDITIONAL TENDERS. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Old Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Old Notes for exchange.

Neither the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Old Notes nor shall any of them incur any liability for failure to give any such notice.

13. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificate(s) representing Old Notes have been lost, destroyed or stolen, the holder should promptly notify the Exchange Agent. The holder will then be instructed as to the steps that must be taken in order to replace the Certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen Certificate(s) have been followed.

14. SECURITY TRANSFER TAXES. Holders who tender their Old Notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, New Notes or Old Notes not tendered are accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Old Notes tendered, or if tendered Old Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of Old Notes in connection with the Exchange Offer, then the amount of any such transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

Except as provided in this Instruction 14, it will not be necessary for transfer tax stamps to be affixed to the Old Notes listed in this Letter of Transmittal.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

13

NOTE: SUBSTITUTE FORM W-9 SHOULD BE COMPLETED BY THE REGISTERED HOLDER OF SGS INTERNATIONAL, INC.’S 12% SENIOR SUBORDINATED NOTES DUE 2013.

SUBSTITUTE Form W-9 Department of the Treasury, Internal Revenue Service Payor’s Request for Taxpayer Identification Number (“TIN”) and Certification	Part I—PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	TIN: __________________________ Social Security Number or Employer Identification Number
	Part II—For Payees exempt from backup withholding, see the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 and complete as instructed therein.
	Certification—Under penalties of perjury, I certify that: (1) The Number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me); (2) I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. person. Certification Instructions—You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding, because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you were no longer subject to backup withholding, do not cross out item (2).
	Signature: ______________________	Date: __________________

Certification Instructions—See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for the appropriate TIN and signature for the certification. Persons awaiting a TIN should complete the additional certification described below. Foreign persons claiming exemption from these requirements should consult the Exchange Agent regarding proper establishment of the exemption.

NOTE:	FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING ON PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
	YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING YOUR TIN.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a TIN has not been issued to me, and either (1) I have mailed or delivered an application to receive a TIN to the appropriate IRS Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a TIN by the time of payment, a portion of all payments (28% or such rate as may apply in the year of payment) made to me thereafter will be withheld until I provide a number.

Signature:                                                                                               Date:                                                  

14

EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

FOR

TENDER OF ANY AND ALL OUTSTANDING UNREGISTERED

12% SENIOR SUBORDINATED NOTES DUE 2013

(CUSIP NUMBERS 784216 AA1 and U81938 AA7)

(ISIN NUMBERS US 784216 AA15 and US U81938 AA73)

(THE “OLD NOTES”)

OF

SGS INTERNATIONAL, INC.

As set forth in the Prospectus dated                     , 2006 (the “Prospectus”) of SGS International, Inc. and in the accompanying Letter of Transmittal (the “Letter of Transmittal”), this Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used to accept the Exchange Offer (as defined below) if (i) certificates for 12% Senior Subordinated Notes Due 2013 of SGS International, Inc. (the “Old Notes”) are not immediately available, or (ii) the Old Notes, the Letter of Transmittal and any documents required thereby cannot be delivered to Wells Fargo Bank, N.A. (the “Exchange Agent”) on or prior to 5:00 p.m. New York City time, on the Expiration Date (as defined in the Prospectus), or (iii) the procedures for delivery by book-entry transfer cannot be completed prior to 5:00 p.m., New York City time, on the Expiration Date. This Notice of Guaranteed Delivery may be delivered by hand, overnight courier or mail, or transmitted by facsimile transmission, to the Exchange Agent. See “The exchange offer—Procedures for tendering old notes” in the Prospectus. In addition, in order to utilize the guaranteed delivery procedure to tender the Old Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal relating to the Old Notes (or facsimile thereof) must also be received by the Exchange Agent prior to 5:00 p.m. New York City time, on the Expiration Date. Capitalized terms not defined herein have the meanings assigned to them in the Prospectus.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2006, UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION DATE”). TENDER OF OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., ON THE EXPIRATION DATE.

The Exchange Agent For The Exchange Offer Is:

Wells Fargo Bank, N.A.

By Registered and Certified Mail:	By Overnight Courier or Regular Mail:	By Hand Delivery
Wells Fargo Bank , N.A.	Wells Fargo Bank, N.A.	Wells Fargo Bank, N.A.
Corporate Trust Operations	Corporate Trust Operations	Corporate Trust Services
MAC N9303-121	MAC N9303-121	608 2nd Avenue South
P.O. Box 1517	6th & Marquette Avenue	Northstar East Building—12th Floor
Minneapolis, MN 55480	Minneapolis, MN 55479	Minneapolis, MN 55402

Or

By Facsimile Transmission:

(612) 667-6282

Telephone:

(800) 344-5128

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

LADIES AND GENTLEMEN:

The undersigned hereby tenders to SGS International, Inc., a Delaware corporation, upon the terms and subject to the conditions set forth in the Prospectus dated                     , 2006 (as the same may be amended or supplemented from time to time, the “Prospectus”), and the related Letter of Transmittal (which together constitute the “Exchange Offer”), receipt of which are hereby acknowledged, the aggregate principal amount of Old Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus and Instruction 1 to the Letter of Transmittal.

AGGREGATE PRINCIPAL AMOUNT

NAME(S) OF REGISTERED HOLDER(S)

Amount Tendered: $                                                                                                                                                                                     

Certificate No(s). for Old Notes

(if available):                                                                                                                                                                                                   

TOTAL PRINCIPAL AMOUNT REPRESENTED BY OLD NOTES CERTIFICATE(S)

If Old Notes will be tendered by book-entry transfer, provide the following information:

Depository Trust Company Account Number:                                                                                                                                    

Date:                                                                                                                                                                                                                    

The undersigned understands that tenders of Old Notes will be accepted only in principal amounts equal to $1,000 or integral multiples thereof. The undersigned understands that tenders of Old Notes pursuant to the Exchange Offer may not be withdrawn after 5:00 p.m., New York City time, on the Expiration Date.

All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death, incapacity or dissolution of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

PLEASE SIGN HERE

SIGNATURE(S) OF OWNER(S) OR AUTHORIZED SIGNATORY

X
Name:	DATE
Address:
X
Name:	DATE
Address:

Area Code and Telephone Number:                                                                                                                                                         

This Notice of Guaranteed Delivery must be signed by the holder(s) of the Old Notes as its (their) name(s) appear(s) on certificates for Old Notes covered hereby or on a DTC security position listing or naming it (them) as the owner of such Old Notes, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.

PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name(s):                                                                                                                                                                                                            

Capacity(ies):                                                                                                                                                                                                  

Address(es):                                                                                                                                                                                                     

GUARANTEE

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an “eligible guarantor institution,” including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities broker, municipal securities dealer, government securities broker, government securities dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association that is a participant in a Securities Transfer Association recognized program (each of the foregoing being referred to as an “Eligible Institution”), hereby (a) represents that the tender of Old Notes effected hereby complies with Rule 14e-4 under the Exchange Act and (b) guarantees to deliver to the Exchange Agent, at one of its addresses set forth above, either a certificate or certificates representing the Old Notes tendered hereby in proper form for transfer, or confirmation of the book-entry transfer of such Old Notes into the Exchange Agent’s account at The Depository Trust Company, pursuant to the procedures for book-entry transfer set forth in the Prospectus, in either case together with one or more properly completed and duly executed Letter(s) of Transmittal (or facsimile thereof) and any other required documents, within five New York Stock Exchange, Inc. trading days after the date of execution of this Notice of Guaranteed Delivery.

THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER(S) OF TRANSMITTAL AND THE OLD NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME PERIOD SET FORTH ABOVE AND THAT ANY FAILURE TO DO SO COULD RESULT IN A FINANCIAL LOSS TO THE UNDERSIGNED.

Name of Firm:
	Authorized Signature
Address:	Name:
Zip Code		(Please Type or Print)
	Title:
Area Code and Tel. No.:	Date:		, 2006

NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR OLD NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE EXCHANGE AGENT WITHIN THE TIME PERIOD SET FORTH ABOVE.

EX-99.3

Exhibit 99.3

SGS INTERNATIONAL, INC.

LETTER TO HOLDERS

To Holders of 12% Senior Subordinated Notes Due 2013:

SGS International, Inc. (the “Company”) is offering upon and subject to the conditions set forth in the Prospectus, dated                     , 2006 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”), to exchange (the “Exchange Offer”) each $1,000 principal amount of its newly issued 12% Senior Subordinated Notes Due 2013 that have been registered under the Securities Act of 1933, as amended (the “New Notes”), for each $1,000 principal amount of its outstanding unregistered 12% Senior Subordinated Notes Due 2013 (the “Old Notes”), of which $[200,000,000] principal amount is outstanding. The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement, dated as of December 30, 2005, by and among the Company, certain of its subsidiaries as guarantors, and UBS Securities LLC and Lehman Brothers, Inc.

Briefly, you may either:

a. Tender all or some of your Old Notes, along with a completed and executed Letter of Transmittal, and receive New Notes in exchange; or

b. Retain your Old Notes.

All tendered Old Notes must be received on or prior to                     , 2006 at 5:00 p.m., New York City Time, (the “Expiration Date”), as shown in the accompanying Prospectus.

Please review the enclosed Letter of Transmittal and Prospectus carefully. If you have any questions on the terms of the Exchange Offer or questions regarding the appropriate procedures for tendering your Old Notes and the Letter of Transmittal, please call Wells Fargo Bank, N.A. at (800) 344-5128 or write Wells Fargo Bank, N.A., Corporate Trust Operations, MAC N9303-121, 6^th & Marquette Avenue, Minneapolis, MN 55479.

EX-99.4

Exhibit 99.4

SGS International, Inc.

LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES

Offer for all Outstanding Unregistered

12% Senior Subordinated Notes Due 2013

(CUSIP Numbers 784216 AA1 and U81938 AA7)

(ISIN Numbers US 784216 AA15 and US U81938AA73)

in Exchange for

12% Senior Subordinated Notes Due 2013

That Have Been Registered Under

the Securities Act of 1933, as Amended

To: Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

SGS International, Inc. (the “Company”) is offering upon and subject to the terms and conditions set forth in the Prospectus, dated                     , 2006 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”), to exchange (the “Exchange Offer”) each $1,000 principal amount of its newly issued 12% Senior Subordinated Notes Due 2013 that have been registered under the Securities Act of 1933, as amended, for each $1,000 principal amount of its outstanding unregistered 12% Senior Subordinates Notes Due 2013 (the “Old Notes”). The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement, dated as of December 30, 2005, by and among the Company, certain of its subsidiaries as guarantors, and UBS Securities LLC and Lehman Brothers Inc.

We are requesting that you contact your clients for whom you hold Old Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Old Notes registered in your name or in the name of your nominee, or who hold Old Notes registered in their own names, we are enclosing the following documents:

1. Prospectus dated                     , 2006;

2. The Letter of Transmittal for your use and for the information of your clients (facsimile copies of the Letter of Transmittal may be used to exchange Old Notes);

3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if certificates for Old Notes are not immediately available, or time will not permit all required documents to reach the Exchange Agent prior to the Expiration Date (as defined below), or if the procedures for book-entry transfer cannot be completed on a timely basis;

4. A form of letter which may be sent to your clients for whose account you hold Old Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer; and

5. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

Your prompt action is requested. The Exchange Offer will expire at 5:00 p.m., New York City time on                     , 2006, unless extended by the Company at its discretion (the “Expiration Date”). Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date.

To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof), with any required signature guarantees and any other required documents, should be sent to the Exchange Agent and certificates representing the Old Notes should be delivered to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

If holders of Old Notes wish to tender, but it is impracticable for them to forward their certificates for Old Notes prior to the Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus under “The exchange offer—Guaranteed delivery procedures.”

The Company will not pay any fees or commissions to any broker, dealer or other person in connection with the solicitation of tenders pursuant to the Exchange Offer. The Company will, however, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the Prospectus and the related documents to the beneficial owners of Old Notes held by them as nominee or in a fiduciary capacity. The Company will pay or cause to be paid all stock transfer taxes applicable to the exchange of Old Notes pursuant to the Exchange Offer, except as set forth in Instruction 14 of the Letter of Transmittal.

Any inquiries you may have with respect to the Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to Wells Fargo Bank, N.A., the Exchange Agent for the Old Notes, at its address and telephone number set forth on the front of the Letter of Transmittal.

Very truly yours,

SGS International, Inc.

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR ANY AFFILIATE THEREOF, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures

2

EX-99.5

Exhibit 99.5

LETTER TO CLIENTS

Offer for all Outstanding Unregistered

12% Senior Subordinated Notes Due 2013

(CUSIP Numbers 784216 AA1 and U81938 AA7)

(ISIN Numbers US 784216 AA15 and US U81938 AA73)

in Exchange for

12% Senior Subordinated Notes Due 2013

of SGS International, Inc.

That Have Been Registered Under

the Securities Act of 1933, as Amended

To Our Clients:

Enclosed for your consideration is a Prospectus, dated                     , 2006 (the “Prospectus”), and the related Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) of SGS International, Inc. (the “Company”) to exchange each $1,000 principal amount of its newly issued 12% Senior Subordinated Notes Due 2013 that have been registered under the Securities Act of 1933, as amended (the “New Notes”), for each $1,000 principal amount of its outstanding unregistered 12% Senior Subordinated Notes Due 2013 (the “Old Notes”), upon the terms and subject to the conditions described in the Prospectus and the Letter of Transmittal. The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement, dated as of December 30, 2005, by and between the Company, certain of its subsidiaries as guarantors, UBS Securities LLC and Lehman Brothers, Inc.

This material is being forwarded to you as the beneficial owner of the Old Notes carried by us in your account but not registered in your name. A tender of such Old Notes may only be made by us as the holder of record and pursuant to your instructions.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the Old Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. We urge you to read carefully the Prospectus and the Letter of Transmittal before instructing us to tender your Old Notes.

Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Old Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on                     , 2006, unless extended by the Company in its discretion (the “Expiration Date”). Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date.

Your attention is directed to the following:

1. The Exchange Offer is for any and all Old Notes.

2. The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section captioned “The exchange offer—Conditions to the exchange offer.”

3. Holders who tender their Old Notes for New Notes will not be obligated to pay transfer taxes incident to the transfer of Old Notes from the holder to the Company, except as otherwise provided in the Instructions of the Letter of Transmittal.

4. The Exchange Offer expires at 5:00 p.m., New York City time, on                     , 2006, unless extended by the Company in its discretion.

If you wish to have us tender your Old Notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter. The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender Old Notes.

INSTRUCTIONS WITH RESPECT TO

THE EXCHANGE OFFER

The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer made by SGS International, Inc. with respect to its Old Notes.

This will instruct you to tender the Old Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

Please tender the Old Notes held by you for my (our) account as indicated below:

	Aggregate Principal Amount of Old Notes
12% Senior Subordinated Notes Due 2013

Please do not tender any Old Notes held by you for my (our) account.

Dated:                     , 2006

Signature(s)

Please print name(s) here

Address(es)

Area Code and Telephone Number

Tax Identification or Social Security Number(s)

None of the Old Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless specific contrary instructions are given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the Old Notes held by us for your account.

2

EX-99.6

Exhibit 99.6

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer — Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer.

	For this type of account:	Give the SOCIAL SECURITY number of —
1.	An individual’s account	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, any one of the individuals (1)
3.	Husband and wife (joint account)	The actual owner of the account or, if joint funds, either person (1)
4.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor (2)
5.	Adult and minor (joint account)	The adult or, if the minor is the only contributor, the minor (1)
6.	Account in the name of guardian or committee for a designated ward, minor or incompetent person	The ward, minor or incompetent person (3)
7.	a.  The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee (1)
	b.  So-called trust account that is not a legal or valid trust under state law	The actual owner (1)

	For this type of account:	Give the SOCIAL SECURITY number of —
8.	Sole proprietorship or single owner LLC	The Owner (4)
9.	A valid trust, estate or pension trust	The legal entity (5)
10.	Corporation or LLC electing corporate status on Form 8832	The corporation
11.	Association, club, religious, charitable, educational or other tax exempt organization	The organization
12.	Partnership or multimember LLC	The partnership
13.	A broker or registered nominee	The broker or nominee
14.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)   List first and circle the name of the person whose number you furnish. If only one person on an account has a Social Security number, that person’s number must be furnished.

(2)   Circle the minor’s name and furnish the minor’s Social Security number.

(3)   Circle the ward’s, minor’s or incompetent person’s name and furnish such person’s Social Security number.

(4)   You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your Social Security number or Employment Identification number.

(5)   List first and circle the name of the legal trust, estate or pension trust. Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.

Note:   If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Obtaining a Number

If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

Payees Exempt from Backup Withholding

• An organization exempt from tax under section 501(a), or an individual retirement plan, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).

• The United States or any agency or instrumentality thereof.

• A state, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.

• A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.

• An international organization or any agency, or instrumentality thereof.

Payees that may be Exempt from Backup Withholding:

• A corporation.

• A foreign central bank of issue.

• A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

• A futures commission merchant registered with the Commodity Futures Trading Commission.

• A real estate investment trust.

• An entity registered at all times during the tax year under the Investment Company Act of 1940.

• A common trust fund operated by a bank under section 584(a).

• A financial institution.

• A middleman known in the investment community as a nominee or custodian.

• A trust exempt from tax under section 664 or described in section 4947.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

• Payments to nonresident aliens subject to withholding under section 1441.

• Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident alien partner.

• Payments made by certain foreign organizations.

• Payments of patronage dividends not paid in money.

• Section 404(k) distributions made by an ESOP.

Payments of interest not generally subject to backup withholding include the following:

• Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

• Payments of tax-exempt interest (including exempt-interest dividends under section 852).

• Payments described in section 6049(b)(5) to non-resident aliens.

• Payments on tax-free covenant bonds under section 1451.

• Payments made by certain foreign organizations.

• Mortgage or student loan interest paid to you.

Exempt payees described above should file a Substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Payments that are not subject to information reporting are also not subject to backup withholding. For details, see regulations under sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A, and 6050N.

Privacy Act Notice. — Section 6109 requires most recipients of dividends, interest, or other payments to provide identifying number for identification purposes and to help verify the accuracy of your return. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% (subject to minor reductions in the future) of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties.

(1)   Penalty for Failure to Furnish Taxpayer Identification Number. — If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2)   Civil Penalty for False Information With Respect to Withholding. — If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3)   Criminal Penalty for Falsifying Information. — Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.